


Lilly

by ozzytheracistdragon



Category: The Walking Dead (TV), The Walking Dead (Video Games)
Genre: Multi
Language: English
Status: Completed
Published: 2016-10-16
Updated: 2016-10-16
Packaged: 2018-08-22 16:54:15
Rating: Explicit
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 1
Words: 84,248
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/8293120
Author URL: https://archiveofourown.org/users/ozzytheracistdragon/pseuds/ozzytheracistdragon
Summary: Crossover fic between season 3 of the walking dead tv show and the season 1 video game





	

________________________________________  
"Listen, don't be afraid. This world is going to change you and you can't be afraid"  
"Of Walkers?"  
"No don't be afraid to care about people. It seems easy now but the longer you live the harder it gets. It's always been that way but it's harder now that everything is… like this. Someday you may even have to hurt the people you care most about. You may want to stop caring because it hurts too much to love people, but don't. Don't stop caring about the people you love even when it hurts."  
Those were the last words Lilly said to Clementine before everything went to hell. Before her dad, before she lost it with Carly. Before she was left for dead on the side of the road, and before a lot of other things she'd have to deal with happened.  
Lilly tried scaling the tree trunk in front of her. She wrapped the belt around it and began hoisting herself but it wasn't long before her strength gave way and she fell back to the ground. This wasn't good. Night was coming fast and if she didn't get up in the tree she might pass out down here with no defense against any walkers that showed up. A few weeks prior this would have been easy, but she'd gone days without food and barely any water.  
The former Airforce soldier could fight, lead, and handle herself and a gun well enough. She still was an awful game hunter even with ammo, not that she had any now. There was no point wasting a bullet on a squirrel when the shot would bring every walker within ten miles straight to her. She'd become so emaciated that she could see the joints of her elbows and knees; the skin hanging and puckering slightly. If she didn't eat or get water soon she'd be done for, but she couldn't think of that now.  
She lay on the ground hearing her father's voice in her head.  
"Lilly what the hell are you doing? You're going to let a tree kick your ass?"  
"Dad I can't do it." She wheezed. "I'm too weak."  
"No daughter of mine is too weak for anything now get the fuck up!"  
Lilly groaned as she got to her feet. She wrapped the belt around the trunk again and was about to haul herself up when she heard a familiar sound behind her.  
A walker stood behind her. It was missing an eye and half of its face, but that didn't stop it from lunging at her ready to tear her apart.  
"Shit!" she hissed jumping out of the way. She pulled out the machete she had strapped to her calf and buried it in the walker's head. As the walker fell backwards it took Lilly with it. She stood up and it took a few tugs to get her machete back. She leaned back on the tree dizzy and panting. She holstered the blade before leering at the tree.  
"Ok, that's it. Enough screwing around." She wrapped the belt around the trunk, pressing her body against it pulling herself up twice as fast as before.  
"Now that's more like it."  
Lilly cursed as she slipped scrapping her hands against the bark. Finally she made it to a branch. It wasn't the highest or the safest, but it would do. It was out of the reach of any walkers and (for the time being anyway) was strong enough to hold her. She wrapped the belt around herself and the tree trunk as tight as she could so she didn't fall while she was asleep. She examined the scratches on her hands. Not life threatening but now even a cold could be deadly if it wasn't treated in time. She rubbed some Neosporin from her pack on the cuts, the bandages were too precious to use. She leaned her head back against the trunk exhausted.  
"That's my girl…”  
"Night Dad."  
________________________________________  
Lilly started awake as she heard the unearthly sound of walkers beneath her. She looked down and stifled a gasp as not one, not two, but four walkers circled and bobbed around the tree trunk below.  
How did they know she was there? She wasn't sure if they did, in fact she was certain they didn't they just seemed to be huddled around the tree. Then she noticed two of them occasionally licking or shoving their faces into the trunk. Lilly looked at her hands; the scratches there must have left blood on the bark when she climbed up.  
She hit the back of her head softly against the trunk. "Of all the stupid…" She thought to herself. Maybe they'd realize there was nothing there and wander off… maybe.  
Suddenly there was a gun shot and one of the walkers fell to the ground. The others turned to the direction of the shot hissing and groaning. There was another shot and another walker went down.  
"Dammit Merle leave some of them alive" said a voice coming from the direction of the gunshots.  
"Alive?"  
"Oh fuck, you know what I mean. The Governor wants moving biters."  
The walkers began lumbering toward were the two men's voices were coming from. Lilly didn't want to waste any time. Walkers were bad enough, armed men were another story. She quickly undid the belt and pulled her feet up on the limb. She looked down. She was nearly 12 feet off the ground. At best they'd see her if she jumped now, at worst they'd see her and she'd break something. Her concentration was broken by another gunshot.  
"There see? I left one alive just for you."  
"yeah whatever, let's just get it and go."  
"Wait a minute."  
There was a long pause and neither man spoke. Lilly held her breath as she pulled out her machete. Her free hand gripped the branch she was perched on, which was surrounded by foliage. Fortunately it meant no walkers had seen her, unfortunately it meant she couldn't see the men with the guns.  
Lilly jumped nearly losing her grip when she heard the voice behind her. "Well what have we here?" Lilly looked down behind her at a man in his forties with greyish hair, and god help her, a knife for a hand! Facing off four walkers didn't seem as bad as it had a few moments ago.  
"Hey Jose, com'ere I found you a piñata." The man said with a grin.  
"It's not Jose, it's Caeser, and to you it's Martinez you stupid redneck son of a…" The other man, well-built and good looking, slowly made his way over with one of the walkers on what looked like a shelf grabber. He looked up at Lilly and nodded looking at the one with the knife hand. "Biter?"  
"I don't know let's ask." Knife-hand turned to Lilly and yelled "Hey cutie pie you a walker?"  
Whether from her tanking blood sugar or sheer panic Lilly was trembling all over. She swallowed hard but didn't answer.  
"Aw naw. That's not a walker, not a piñata either. Just some poor scared lil pussy stuck in a tree." He said with a grin that send a chill down Lilly's spin.  
"Should we help her down? she looks like she's stuck" Martinez asked him.  
"Well only one way I know of getting a cat down from a tree." The man aimed his gun at Lilly.  
Lilly jumped but this time she did lose her grip and went flying down backwards and slamming onto the ground below.  
The man strolled over and looked down at her.  
"Man what the fuck is wrong with you?" Martinez shuffled over, the walker still in tow.  
"What? Got'er down didn't I?"  
Lilly groaned in pain. She could feel a shooting pain around her chest. Her eye lids fluttered and the world started to grow dim as the man knelt down beside her.  
"Congratulations pussy cat." He said pulling off a bandana tied around his arm and tying it around her eyes.  
"This is your lucky day" was the last thing Lilly heard before she lost consciousness

 

Bad Bad World pt1  
Lilly watched as the RV shrank into the road as it drove away. It hadn't registered what had happened. She'd just taken a life. It wasn't as though that was so impressive these days, but gunning someone down because they talked back...  
Lilly heard the sound of shuffling feet behind her. She spun around and saw the walker near the road walking towards her. It lifted its head and looked at her then it opened a gaping rotting mouth and let out a gurgling moan. The existential crisis could wait; she had an existing crisis to take care of first. Her eyes quickly scanned the area for a stick, a rock, anything that could be used as a weapon. Nothing; they'd left her out here with fucking nothing! Another walker emerged from the trees on her right noticing her instantly. Lilly bolted across the road and into the forest.  
"Nothing!" She thought angrily as she ran. After everything she'd done to keep everyone alive. Teaching them how to shoot, going without food so others could eat, and what did she have to show for it. Her father was killed and the group sided with the man who did it. They left her out here without food, water, a gun, she had nothing. They didn't even leave her a knife to defend herself, or at least kill herself in a way that didn't involve being mauled to death by biters. You wouldn't let animals die like this.  
"Yeah… and I'M the bad guy." She thought bitterly as she ran tears streaming down her face. Two more walkers had appeared. One of them was gaining pretty fast. She knew she couldn't keep this up forever and there was nowhere for her to run really. She was fours yards ahead of the walker. She scanned the area again for anything that could be a weapon. She saw a small dead branch on the tree beside her. She grabbed at it and after a few hard tugs it broke off in her hand. The walker was just about on top of her when she stabbed it in the eye with the sharp end of the branch.  
It fell to ground giving her a moment of satisfaction, but also giving the other walkers time to close the gap. The second walker reached out for her. She lifted her arms to cover her face when she heard a gunshot. When she looked again the walker was on the ground. Another gunshot rang out. And the third walker dropped to the ground, shot to the head.  
Lilly turned and saw a heavy set man with a beard and trucker hat holding a gun pointed in her direction.  
"Get out of the way!" The man screamed.  
Lilly didn't take the time to think. She didn't need to. She dove out of the way as the fourth walker lunged after her then went flying backwards when the bullet hit it. Lilly looked at it letting the knowledge that she was alive sink in.  
The man huffed and puffed as he ran up to her. "Hey!" He said pointing his rifle at her.  
Lilly wiped her face and looked up at him.  
"You bit?" Lilly could see he was very willing to kill her. "Answer me!"  
"No!" She screamed back despite herself.  
"Did it scratch you? Anything?"  
Lilly warily climbed to her feet. "No." She said more calmly holding her hands up.  
"Alright then come on. Those shots will bring more of them. "  
Lilly ran after him until they came to a well boarded cabin. The man opened the door and nodded inside. Lilly walked into the living room of the cabin. The cabin looked like a taxidermy shop. There were pelts and furs everywhere. There were fishing poles in the corner even though there wasn't a lake around for miles. There were also a few bow and arrow sets, hunting knives, deer heads on the wall, a fireplace. The whole place seemed apt in a strange way for the end of the world.  
"You're lucky." The man said barricading the door. "I forgot to check the traps or I wouldn't have been out after dark." He took off a large bag that had been strapped to his back and set it on a table made out of deer antlers. "What the hell were doing out there by yourself anyhow?"  
"I was left behind by my group." Lilly said softly.  
The man was silent while he looked at her. "Sorry to hear that." He said putting the rest of his things away, but still holding onto the rifle. "No chance they'll come back looking for you huh?"  
Lilly looked down. "No."  
The man was silent again contemplating this. "Well you can stay here."  
Lilly drew in a breath. "Thank you."  
"Make yourself comfortable. You can take your jacket off if you like."  
Lilly sighed and tried to calm down. She looked up at a picture of the man clean shaven and holding up a large fish. "My name's Lilly by the way."  
"Pleasure to meet you Lilly, I'm Ralph."  
"Are you out here on your own Ralph?" She said as she glanced at him.  
"Yep, was out here on vacation when the world went to shit." He said with a broad smile.  
Lilly nodded impressed. "Seems you've been doing pretty well for yourself."  
"All things considered."  
Lilly took off her jacket and set it on the sofa taking in another scan of the room.  
"Does get lonely out here though."  
Lilly's eyes ticked back to Ralph who was busy eyeing her making her regret taking off her jacket. She noticed that he was still holding the rifle.  
Slowly Ralph's eyes made their way back to Lilly's face. "You know, if you're going to stay here you'll have to earn you're keep."  
There was something in the way he said that that Lily didn't like. "I can pull my own weight." Her eyes were now locked on him.  
He took a few steps toward her putting her on edge. "I saved your life I think thanks are in order."  
"I already thanked you." She said coldly.  
His stare was icy as he looked at her. He cocked the rifle but didn't point it at her. "Take your clothes off" He said in a low voice slowly pointing the gun at her. "now."  
________________________________________  
Lilly groggily opened her eyes. She was lying in a hospital bed with an IV in her arm. Her head was pounding. She looked at her surroundings as she tried to make sense of where she was. The room wasn't sterile, but it was clean. She ran her hands over her body. She was in a hospital gown with bandages around her chest, which was also hurting like hell. More importantly her clothes, supplies, and weapons were gone. Before she had time to analyze the situation further an older woman with beehive hair walked in. Before the woman could so much as open her mouth Lilly had jumped out of the bed and wrapped the IV tube around the woman's throat.  
"Where am I?" Lilly growled at her.  
"Woodbury" The woman rasped clawing at her throat. "Please…"  
"Where are my supplies?" Lily coughed and a glob of blood came out. Her midsection felt like it was on fire.  
"Ribs… broken… please don't-" The woman rasped again.  
"Where are my fucking supplies?" before the woman could answer there was a knock on the door. Lilly stepped behind the woman covering her mouth and pulling her back behind the door.  
There was another knock before the door opened. It only opened enough for whoever's head to get through as Lilly slammed her full weight against it. Whoever it was began to fall to the ground as Lilly slammed the door again hard against their head knocking them out cold. She pushed the woman out of the way and opened the door.  
The person she had knocked out was a tall man with a slim build. She rolled him over and could see he was older about his forties she guessed.  
"Oh my lord." The woman said bringing a hand to her mouth.  
Lilly looked over his body and found he was wearing a holster with a gun. She yanked it out and pointed it at the woman. "My things! Where are they?!"  
"You…" The woman said looking down at the man on the ground. "Do you know what you-"  
Lilly cocked the gun. "I'm not asking again."  
The man on the floor groaned. His ear was bleeding from the door.  
Lilly instinctively pointed the gun at him then swung it back to point at the woman. "Shit." She eyed the closet door behind the woman who was now looking at her in fear holding her hands up. She really didn't want to have to waste ammo shooting her way out of this, or kill anyone she didn't need to for that matter. "Closet! Now!" The woman jumped and fumbled to reach behind her, open the closet door and get inside. Lilly ran over and barricaded the door with a chair. She pointed the gun back at the man on the ground as she stepped over him then made her way down the hall. When she got to the end she leaned on the wall breathing heavily.  
She didn't see any sign of the guy with the knife for a hand and what's-his-name. She peered out the window disturbed by the fact that it wasn't barred or reinforced. Outside she saw what she thought were walkers moving around on the street. She tried to get a better look when she heard another groan come from down the hall. The man she'd knocked out was coming to and she had to move. She ran down an adjoining hall to what she hoped was at least an alley. It was yard out in the open, but she couldn't turn back now. She sprinted across the lawn and behind another building until she came to a large wall. She looked up at it and felt a wave of nausea hit her. Not only was her chest and head screaming in pain she could feel herself getting dizzy and lightheaded.  
Quickly walking along the wall for some way around she stopped dead in her tracks when she saw two people she knew sitting on the wall.  
"Hey pussy cat's awake." Knifehand said looking down at her, only now there was just a metal stump where a hand should be.  
"Yeah and she'd armed." Said the good looking one jumping down off the wall his semiautomatic aimed at her.  
Knifehand hopped down as well pulling out a handgun and pointing it at her. "How the hell did she get a gun?" Knifehand whispered to the other man not taking his eyes off Lilly as the two slow advanced toward.  
Lilly instantly pointed the gun at them backing away. She jerked her head around to see where she was walking towards. She had only meant to look back for a second before keeping an eye on the two men with guns aimed at her ready to shoot. When she saw what was behind her though, her arm dropped and she stared her mouth open slightly in disbelief.  
The street she was on was full of people. Not dead lurking people, not unwashed wild looking survivors, just people. There was a middle aged man walking a dog, two old ladies in sunhats fiddling around in a garden in the center of the street. A young woman with a small boy shooed him behind her. All of these people stopped and stared at Lilly with uneasiness and curiosity. They looked at her like she was a deer, or some other wild animal that had wondered into town. Lilly felt another wave of dizziness this time it felt like delirium. She swayed slightly before she spun back around lifting the gun again. The rapid movement cost her and there was a piercing pain in her side. She dry heaved still not taking her eyes or the gun off the men.  
"What is this?" she said her voice low and threatening.  
Bad bad world pt2  
Lilly felt hot tears threatening the back of her eyes, but she couldn't let this situation get the better of her. She slowly pulled off her tank top and unhooked her bra. Ralph's eyes leered at her following her hands making her feel the vomit rise in the back of her throat.  
Her hands hesitated before unbuckling her paints and removing her panties. She knelt down never taking her eyes off the gun and pulled her pants and underwear over her boots.  
Ralph stared down at her with a glazed over look on her face like a hungry animal. "Come here."  
She wanted to cry and beg him not to do this, but she didn't. She thought back to basic when she had broken down, because she was without her family, because she didn't have any friends, and because she was torturing her body with no encouragement or hope. Her supervisor in one of the only moments of encouragement she'd ever had in her life knelt down beside her.  
"There is no situation that you are not in control of."  
It had sounded like self-help bullshit at the time, but it had been a phrase that had gotten her through a lot. A more appropriate version would have been. "You can work every bad situation to your advantage somehow."  
Lilly slowly walked toward Ralph with her hands in the air. When she was inches from his face she smiled as best she could.  
His eyes widened as she leaned forward and kissed him. His hand holding the gun dropped and she slowly rested her hands on his shoulders.  
She felt sickening spasm throughout her body as he placed his callused free hand on the small of her back. She slowly broke away from the kiss then head-butted him in the nose and grabbed for the hand with the gun.  
He yelled and fell backwards. She lunged on him yanking at the riffle he still held tight in the one hand. He swung it around and split her upper lip with the butt of the rifle. She cried out as he kicked her hard with his boot in her crotch. In an instant he was on top of her with the barrel of the riffle at her throat. She struggled to push it back to keep it from crushing her windpipe.  
"You fucking bitch!" he hissed down at her his eyes white rimmed, blood pouring from his nose.  
She yelled partially from his full weight being pressed down on her, but mainly out of sheer panic. In the instant where the barrel could have crushed her throat she dug her thumbs full force into his eye sockets.  
Ralph screamed and flew backwards gripping at his eyes. Lilly kicked his legs off her then grabbed the riffle and pointed it at him, her hands shaking. Her breath was heavy as she hissed it out through her clinched jaw.  
Ralph crawled along the floor still howling in pain. Lilly kept the gun pointed at him, then remembered the walkers, the noise the riffle would make, being out in the middle nowhere, with nothing but a shack for protection. Her eyes darted around until they came to a machete mounted on the wall. She ran over to the wall set the riffle aside and took down the machete. She walked back over to Ralph who wasn't screaming anymore, but was just whimpering on the floor.  
Lilly held up the machete over his head tears streaming down her face.  
"Please…" Ralph said in a soft pathetic voice. "Please don't kill me."  
Lilly's jaw tightened and she swallowed hard. Images of Carly's head jutting backwards, her father's skull crushed in an instant came rushing back. She took a deep breath.  
"I'm sorry." She said bringing the machete down and hacking into the man's head. The blood splattered everywhere until there was nothing but a smear of red where his head used to be. Lilly fell backwards sitting on the floor. The machete dropped out of her hand beside her. She hiccupped a few sobs before crying openly her body covered in blood.  
________________________________________  
"Lower your weapons." Said a voice to her right. She instinctively jerked the gun in the direction it was coming from.  
A tall slender man wearing a vest that she now recognized as the one she clocked earlier slowly made his way toward her. He held one hand up the other cupping the side of his head.  
"Gov., I do not think that is a very hot idea." Said knifehand to the tall man, his handgun still pointed at Lilly.  
"We're not having a gun battle on Main Street." The tall man said back his eyes still locked on Lilly.  
Lilly was starting to hyperventilate. The people behind her, the men with the guns in front of her it was beginning to be too much. "What the hell is all this?!" She demanded the gun still aimed at the tall man.  
"Listen to me." He paused and his eye fluttered. Lilly assumed from the blow to the head. "Whatever you've been through… it's over now." He was still slowly advancing on her.  
He glanced over at the two men. "I said lower your weapons!" Reluctantly the two men complied, and he turned his attention back to Lilly. He held both hands up now and it seemed that somehow he had managed to close the distance between them until he was less than two feet away from her.  
"It's okay." His hand drifted toward her hand that was pointing the gun at him. His eyes still never left hers. "You're safe here." His fingers were less than an inch away from the gun before he paused as he looked at her. He raised his eyebrows asking for permission, and then he gently lowered her arm and removed the gun from her hand.  
Lilly looked up at him, her eyes sullen, her body struggling to stay conscious. The man smiled down warmly at her. "Welcome to Woodbury."  
That was it. Adrenaline, panic, sheer will, whatever had been keeping Lilly on her feet until that point was gone. Her legs buckled a bit before giving out and she collapsed.  
Welcome home  
________________________________________  
Lilly awoke in the same hospital bed with a throbbing headache… again. She didn't like this pattern. Sitting next to her was the same woman she'd attacked writing something on a clipboard. Lilly felt a small pang when she saw the welts she'd left on the woman's neck.  
The woman reached for the IV in her arm when she noticed Lilly was awake. Her eyes widened and she froze. The woman's eyes ticked back and forth from Lilly's face to the restraints holding Lilly to the bed. When Lilly made no effort to move the woman got up and went to the door. She whispered something to an armed man standing beside it then left.  
The man walked over and sat down beside Lilly. To her surprise it was the looker who had been pointing the gun at her from before. The man smiled holding the semiautomatic looking her over. He wasn't ogling her so much as sizing her up.  
"Gotta tell ya Chica, when we found you the other day I never thought you'd be such a big pain in the ass." He had a slight Spanish, probably learned Spanish a minute or two before English.  
"Thanks." Lilly said emotionless.  
He smirked and popped a piece of gum in his mouth. He lounged back in the chair with a wide stance resting the gun on his thigh. His biceps were almost comically huge, he looked like the textbook definition of macho hombre.  
Lilly stared out the window mainly because she didn't want to look at the man sitting next to her. Still, looking at a bare window made her uneasy. "Are you going to kill me?"  
The man was silent for a moment. "Don't know yet. Depends on what the Governor says."  
The honesty of what he said wasn't exactly comforting, but honest was refreshing. "The Governor?" Lilly responded without looking at him.  
"Yeah." She could hear the man shift in his seat. "He's the one that runs this place."  
"Your leader." Lilly said with the same evenness. She looked over at the man. "You got a name?"  
The man looked at her his smile softening a bit. "Caesar."  
"Hello Caesar." Lilly said with a small nod.  
"You?"  
"I'll tell if you don't have to kill me." Lilly went back to staring out the window. "It's easier to do when there isn't a name attached to the person."  
Caesar was silent. A moment later Lilly heard the door open. The tall man in a vest and holster from before walked in followed by a small tea sandwich of a man with glasses. She noticed he was sporting a pretty healthy bruise from the door and couldn't help but feel a small bit of pride. Pride or no, it probably cost her her life by not taking his when she had the chance. The tall man gestured with his head to the door and Caesar got up and walked out.  
Lilly stalked the man's movements as he slowly walked over and took Caesar's seat. The other man walked over to the bed and pulled out a small notepad and pencil, but made no effort to sit down.  
A few long moments passed while Lilly and the man stared at one another. "You're the Governor I presume."  
The man smiled and gave a small laugh. "And you've been talking to Martinez I presume. That's what the townspeople call me." He leaned back in the chair his hands on his thighs, wide stance just like Martinez. Lilly made note that his thumb was resting on the edge of the pistol in his holster. "You…" he paused. "gave them quite a scare the other day that was an incredible performance considering how strained your health is."  
Lilly smiled bitterly. "That wasn't a performance. That was survival. Those people out there now that's a performance."  
"No, that's hope." The Governor said looking her square in the eye. "What's your name?"  
Lilly felt reluctant at first but given that she was strapped to a bed there didn't seem to be much use in hiding her name. "Lilly."  
The man with the glasses gave a small giggle. Lily stared daggers at him.  
"Have you been on your own this whole time Lilly?"  
"I had a group."  
The Governor leaned on the bed resting his elbows near her arm. "And where are they now?"  
Lilly's eyes shinned wet but she didn't answer.  
"I see." The Governor said gravely sitting up. "As I said before you're safe here, we can provide food, shelter, and medical supplies."  
"Don't take this the wrong way, but that doesn't inspire a lot of confidence." Lilly said with a hard look on her face. "The last time I was offered shelter I was nearly killed, and the last time I was offered food I was nearly eaten."  
"Oh you don't have to worry about biters here." said the small man with glasses reassuringly and enthusiastic. "Our walls are very secure."  
Lilly's cold eyes moved over to him and he shrank a bit. "In what part of that statement did you hear me say I was nearly eaten by walkers?" His eyes grew large and he stared at her for a moment before eagerly scribbling in his notepad.  
Lilly looked back at the Governor who seemed equally surprised but not to such comical proportions. His face calmed. "Milton?"  
The man with the glasses looked up from his notepad. "Yes?"  
"Would you step outside for a moment?"  
Milton looked disappointedly at the Governor then at Lilly then back to the Governor before giving in. "Of course."  
Lilly's anxiety increased a bit as the man left and there was only she and the Governor left in the room. He sat across from her leaning back in the chair in silence. She was having a hard time making heads or tails whether she could trust him. "You've been through a lot haven't you Lilly?"  
She looked down. "Haven't we all?"  
He smiled and chuckled a bit. "God have we…" His eyes rested on her. His face was warm and impassive, but his eyes they seemed cold and hard. "Have you ever killed someone?"  
Now Lilly chuckled slightly albeit bitterly. "Haven't we all?"  
"I didn't mean walkers."  
Lilly looked him in the eyes meeting their coldness. "Neither did I." Well that did it. If there was any hope of her surviving this it was probably gone by now. They knew she was dangerous and they had an idea how dangerous. Just as well she wasn't patient enough for mind games.  
He brought a hand to his chin and rubbed it contemplatively. The fact that he was openly deciding whether or not to kill her was starting to get on her nerves so she went back to looking out the window. She jumped slightly when she felt his hand removing her strains.  
He got up and walked over to the bed table that had a glass and pitcher on it, poured a glass of water then sat back down. Lilly's eyes stalked him and the glass. He brought to his lips then stopped musingly. "I think you could very happy here."  
He was about to take a sip when he stopped and eyed her. She was trying so desperately not to stare at the glass of water enough to burn holes through it, but it wasn't easy with days of thirst and hunger working against her. He kept the glass at his lips a moment with a thin evil smile on his face before politely offering the glass to her.  
Lilly's eyes darted back and forth from the man's face to the glass before she cautiously took it. She gulped down the water nearly choking. Not puddle water, blood, or gutter rain water, real honest to goodness clean water. She let out a sigh despite herself. She glanced back at his bemused face.  
"There is a very secure place here for someone like you."  
"Someone like me?" Lilly responded evenly still holding the glass.  
He folded both of his hands under his chin resting his elbows on his knees. "If you're willing to earn your keep." Despite the small evil smile on his face his words didn't have the same connotation that they had at Ralph's cabin. It certainly didn't sound good, but she knew he meant something very different.  
Lilly cocked her head back with a small threatening smile of her own. After a moment she handed him the glass.  
He looked at it for a moment then gave a small chuckle taking it. He got up and filled it full of perfect clean water again as Lilly spoke.  
"What would I have to do?"  
"What I'm sure you're used to be now. Survive and helping others to survive." He handed her the glass.  
Lilly reached for the glass looking at him her face unchanged. "By killing people." He pulled the glass away just as her fingers grazed the edge.  
He held it causally by his chest. Despite the warm expression on his face there was still the coldness and ruthlessness Lilly could see just below the surface. "You seem like a woman who can handle herself."  
She put her arm down as he stared at her for a moment. She was still dying of thirst but she wasn't going to let it get the better during this interrogation, or rather negotiation. He slowly handed the glass back. She looked at it for a moment before talking it and drinking.  
He sat back down beside her. "You seem like someone who can make the hard calls that other people can't or won't."  
"And you seem like a wolf who's gotten pretty good at posing like a sheep." His face had fallen and there was something threatening about him now. "Probably were well before the world ended," Lilly finished the water. "But that's fine by me." She smirked. "The real sheep tend to get slaughtered otherwise."  
She handed the glass back to him. He leaned back in the chair regarding her contentedly. "Yes Lilly, I think you're going to be very happy here."  
Friendly fire  
A flashing light went off high above the wall aimed at the town of Woodbury. Milton's idea, a siren would attract walkers. The light was the signal for lockdown when everyone who couldn't handle a firearm took cover while those who could ran to the walls.  
The Governor ran out of his home and to the main wall wielding his pistol. "Biters?" He called up to Martinez and Lilly who were shooting off the wall.  
"No," Lilly yelled back. "Raiders."  
The Governor cursed then turned to Jones, a tall black man with a shaved head and goatee. "Jones, make sure everyone is locked in their homes and the walls are secure."  
Jones gave a nod before taking off.  
The Governor scaled the wall in an instant and took point beside Lilly and Martinez. "How many?"  
"Can't tell. About a half dozen we think." Said Martinez shooting over the wall.  
Lilly was aiming to fire when an arrow sliced past her head and she fell backwards.  
"Lilly!" Martinez yelled. "Are you hit?"  
Lilly grunted. "No I'm fine it just grazed me." He put a hand to her temple which was gushing blood and looked at it then at the Governor. "oh and they have arrows too."  
The Governor stood up and fired three rounds at the tree the arrow had come from before ducking back down. He looked at Lilly pulled a handkerchief out of his pocket and pressed it to her wound.  
"No really I'm fine." She said trying to push his hands away.  
"Would you stop being a stubborn mule for five seconds?" He said impatiently shoving her hands out of the way.  
Lilly relented as the Governor pressed the cloth to the wound.  
Martinez looked on as the Governor brought her hand up to place pressure on the wound. He was brought back to reality when a bullet hit the wall just by his arm. He swung around and shot but didn't really aim. He looked around at the abandoned cars and trees before sitting behind the wall. "This is bullshit." He hissed. "We can't even see what we're shooting at!"  
"and we're wasting ammo trying." The Governor said finally letting Lilly handle the wound. He looked her in the eyes then quickly looked away resting his forearm on a bent need.  
Another flurry of bullets came at them before Martinez and the Governor fired back blindly.  
"Fuck this…" Lilly growled jumping over the wall.  
"Lilly!" the Governor screamed after her.  
"Cover me!" she yelled without turning back. She ran down the street dodging arrows and gun fire and aimed up at a man in an airsoft mask she could now see in the tree. With a single shot to the neck she took him down. Two shots came at her from the right. She ducked behind the tree then fired at the man across the street. He moved away quickly. She was about to fire again when she felt the metal of a gun barrel at the base of her head.  
"Drop it." Said the man's voice behind her. Her jaw tightened but she complied. "Hands on the back of your head." Just as Lilly did so she heard the man inhale sharply followed by a gurgle. She turned around and found the man being skewed in the back of the head by Merle.  
Merle dropped the man to the ground and pushed him off of Shania (his pet name for the stump and bayonet). "Jesus woman I'm always having to save your ass ain't I?"  
There was another hail of gunfire at them and they both ducked down. "Where the fuck were you?" Lilly said picking up her M-9.  
"In the john. Wha'd I miss?"  
"I got shot in the head with an arrow." Lilly said dryly  
"Oh good. Thought I missed something exciting."  
Lilly crept over to an abandoned red grand am. She peered through the driver's side window trying to get a look at the shooter. Just as she lifted her head the window exploded from the gun shots. "Shit!" She said ducking back down.  
"How many are there?" Merle crept over beside Lilly.  
"I think there is just the one left."  
"Naw if it were just one he'd have booked it by now."  
"Two then. Doesn't matter. I'll only need one."  
"One for what?"  
Lilly crouched along to the back bumper of the grand am. "Interrogation." She stealthily looked around the grand am before turning back to Merle. "Merle you armed?"  
"Just me and Shania."  
"That'll work. I'm going to draw his fire over there when you can see where he is, sneak up behind and take him out but don't kill him."  
"On it, pussy cat." To her delight the nick name had stuck. Merle was the only one with balls enough to call her that, to her face anyway.  
Lilly crept back by the tree where she shot the first stupid bastard down stood up and fired.  
________________________________________  
"That's the third attack this month." Milton said warily handing the Governor a list of ammo stock and casualties.  
"Stragglers are going to get more desperate the closer we get to winter." The Governor inspected the report then tossed it on his desk in disgust. "This is getting costly. We don't have time to waste on this."  
"Couldn't agree more." Lilly said as she walked into the Governor's office with a slight limb. Her favorite pair of faded jeans (the only ones in town that fit well) were stained red from the nick on her thigh she'd gotten while she distracted the last guy's fire.  
The Governor's eyes immediately shot to the wound his eyes widening. Then his eyes shot back up to Lilly's face light with anger. "Sit." He commanded pointing to a chair near him. "I'll deal with you later."  
Lilly felt like she just got caught smoking in the girls' room. She hobbled over to the chair and sat down. "Don't be angry with me." She said grinning from ear to ear in one of the only times in her entire life she'd done so out of pure joy. "I think I might have a solution to our problem."  
"What you did was stupid and suicidal. I'm not angry I'm livid."  
"oh com'on Gov. Go easy on the girl we even brought you a present." Merle said walking in holding a blindfolded and bound man.  
The Governor looked at the blindfolded man, his mood seeming to lighten then he turned to Merle. "Where the hell were you?"  
"In the john." All three men stopped and looked at Lilly. "We already had that conversation."  
The Governor turned his attention back to the captive. "Merle take him to interrogation." He glanced at Milton. "Milton I'd like to speak to Lilly privately, but don't go far. I'll want a list of able bodies."  
Milton gave a nod and left after Merle.  
The Governor was silent leering down at Lilly as he leaned against the desk. "How bad?" He folded his arms and gestured with his head to her leg.  
Lilly didn't even both to glance down at the wound but her hand shot over it. "No very. He just winged me."  
"Nothing you don't deserve." He walked over and knelt down by her chair. Even kneeling he was still at eye level with her. He gently places his hands on her thigh pulling away the fabric so he could inspect the wound.  
Lilly's pulse raced a bit uncomfortably as the man put his hands on her. She sighed annoyed. "Got the job done didn't it?"  
"You could have been killed." The Governor's brow furrowed, his eyes not leaving the wound. His eyes looked back up into hers. "Woodbury needs you too much to be that reckless."  
Lilly glared back at him. "Thanks Dad I'll take that into consideration. Don't treat me like a goddamned child."  
The Governor leaned back on his heels resting his forearm on his knee. "Then stop acting like one." He said coolly in a bemused tone that infuriated Lilly. "Get down to the infirmary and stop bleeding on my goddamned chair." He stood up and called Milton back in.  
Lilly had begun to despise that. The way he could completely negate anything she said or did with a few words. She winced as she got up out of the chair and hobbled past Milton for the door.  
"Lilly" She turned when she heard her name. The Governor was looking over a paper Milton had handed him. He glanced up at her. "Thank you."  
________________________________________  
She looked at him, but didn't acknowledge what he said, nor did she acknowledge that her pulse had started again as she left the room.  
The cut from the arrow was a bleeder, but honestly not that bad. The wound on her leg had needed stitches though.  
The woman with the beehive hair sighed. "Finished. Now you should try to stay off it for at least-"  
"Thanks." Lilly said hoping off the table and walking toward the door. She'd gotten used to fighting through pain and now that it was patched up she didn't have to hobble for fear of opening the wound further.  
"Don't tear out the stitches." The woman called out at Lilly as she closed the door.  
As Lilly walked down the hall she saw Merle walking toward her.  
"Damn woman I've met cockroaches that stayed down longer than you." He said looking her up and down. "… that time of the month?"  
Lilly looked down at her pants which were still soaked in blood. "Shut up and what are you doing here anyway? I thought you'd have ripped that bastard several new ones by now."  
"Not my decision." Merle said as they walked out of the building together. "Governor took care of it himself. 'we'll get more flies with honey' he said."  
"Only with stupid flies."  
"Hey!" he turned to her excited you. "You coming to the fight tonight?"  
"Nah. I'll skip it I want to work on this leg and make sure it's up to snuff."  
Merle stepped in front of her. "Oh com'on, you can cheer me on, be my lil Adrian." He held out his arm for her to take.  
"Oh such a sweet talker, we all know those fights are faker than TV wrestling. No hard feelings though, high five?" She jumped over with her hand up in the air looking at his stump.  
Merle looked back at her blank faced and annoyed.  
Lilly still held up her hand like she was ready to jump. "Don't leave me hanging bro!"  
"Never gets old for you does it?" Merle just stood there staring at her ignoring the hand.  
Lilly grinned like a kid shoving her hands in her pockets. "Not even a little."  
"Wha'd you mean wrestling's fake?"  
"Goodnight Merle." Lilly said spinning on her heel and walking away.  
________________________________________  
Lilly could still hear the shouts and screams of the crowd at the fight from her room. The night was surprisingly balmy for being so close to winter so she had her window open. She'd changed and was in nothing but gray briefs and a tank. She was doing push-ups so the sound from crowd and disgust it caused her helped.  
It wasn't that she had a problem with the fights themselves. She knew they were fake, she was part of the group and de-toothed the biters. Even if they were real it wasn't as though combat, blood and violence, were anything short of her bread and butter. What disgusted her was the same thing that disgusted her about all of Woodbury. Everyone was so civil and stupid, like they were waiting around for the Starbucks to open back up. But at the fights, that was when real human nature came out. It pissed her off seeing all those little weaklings screaming because the mob made them feel safe; acting like they could actually handle themselves with real walkers. It was Roman bloodsport pure and simple, made the weak feel strong and made Lilly feel sick. She was the embodiment of a Machiavellian soldier, it wasn't battle or death she feared, it was complacency and comfort. She didn't socialize with the good citizens of Woodbury. The town met her needs, gave her food and water for her body, a weapon for her hands, and an extra set of eyes while she slept. But she wasn't here to garden or join the book club, because she knew when the chips were down they'd turn on her, just like everyone else.  
Lilly switched to doing the push-ups on her knuckles. Say what you wanted about the end of the world, but one thing was for certain, it showed people for what they really were. She was just about to break the eighty mark when her arms finally said no more. She dropped on the floor drenched in sweat. Slowly she got up and grabbed a towel from the bathroom. She hopped from one leg to the other for a moment. The leg wound didn't seem to be giving her any trouble.  
When she walked back she pictured her father all six feet and three hundred pounds of him standing in front of her scowling. "humph ninety by next month my ass."  
Lilly scowled too wiping her face. She slammed the window shut. "Shut up Dad." She said just before she crawled into bed and went to sleep.  
Peace Time  
"How's the leg?" The Governor asked as he walked around his desk and Lilly took a seat in his office. He was dressed in his usual black shirt, vest and holster which never left his side during the whole time Lilly had known him.  
"Ached a little this morning, but it won't slow me down." She was dressed in a black tank top and jeans that didn't fit as well as the last pair. She was also wearing her leather jacket she'd had when they first found her, partially because it was getting colder, and partially because she never went long without it.  
"Your head?"  
Lilly touched the wound with the band aid on her head. "Nothing to worry about, just a scratch." She hadn't pulled her dark hair into its militant ponytail. She reasoned it wasn't worth opening the cut, but at the moment she didn't feel like that was the reason.  
"Why did you call me in here?" Pleasantries were cute and all, but Lilly didn't want to yap about her leg, her head, or the weather when she knew there was something more important to talk about.  
"I wanted to see how you were doing." He said coolly.  
Lilly tried to hide a scowl and failed. "I'm fine." She got up and began to walk out before the Governor's voice stopped her. "I spoke to that young man you brought in."  
Lilly turned to face him. "And?"  
He folded his arms and leaned on his desk. "He's very sorry about what he did. It was only because they've been so short on food, and he didn't want to attack us and-"  
"Oh Jesus." Lilly put her hands on her hips and rolled her eyes to the ceiling.  
"I explained that it was perfectly fine, clearly a misunderstanding. And as a show of good faith we'd even escort him back to his camp with food and supplies in exchange for ammo and a welcome invitation to stay at Woodbury for all of their group."  
Lilly cocked her head back. She tried to keep her face as cold and hard as her tone, but a smirk was creeping through. "How noble of you."  
The Governor got up and advanced toward her. Her muscles tensed despite herself when he did. She couldn't help it. There was always something about him that genuinely terrified her. He put a hand on her shoulder. "It's a nice day let's finish this conversation outside."  
Lilly watched him for a moment as he walked past her before following.  
It wasn't a nice day it was dreary and chilly, but then the weather wasn't the reason they were outside either. Regardless of the weather there were people outside. That was one thing the people of Woodbury did have sense enough to appreciate. Freedom to walk out in the open was a precious luxury. Between walkers and impending winter standing outside in the open was something that was always savored. The two of them walked down Main Street in silence. Lilly got impatient more than once and tried to speak but every time she did the Governor stopped to chat with one of the locals. How was June's garden doing, Adam was getting taller by the second, until finally Lilly stopped him.  
"Enough." She tugged on his arm and made him turn to face her. She looked up at him his expression unreadable. "We're not going on a mission of goodwill. We're going on the attack. I want to know when."  
He looked down at her. "Straight and to the point like always Lilly." He glanced around lost in thought for a moment before looking back at her. "You weren't at the fight last night."  
"Tired."  
"Or the one before that."  
"Very tired."  
"Lilly…" The Governor said in an exasperated tone.  
Lilly looked away at the people walking past. "They have no idea what it's like out there." She slowly and with no small amount of trepidation looked up at him. "It's not the fights, it's the people watching them."  
"I know." He put a hand to her shoulder and gave a small squeeze. "I thought you should have a look at what you're fighting for." He looked at the people and Lilly followed his gaze. "Look at them Lilly, mothers and fathers with their children, people outside without fear."  
"It's a lie."  
He turned her head to look at him. "It's proof that life can be more than just survival." His eyes stared down at her, pale blue and grave. "Isn't that worth something?"  
Lilly was still for a moment letting the words sink in before she realized his hand was still on her shoulder. She stepped back, not abruptly but just enough to let his hand fall. She looked down awkwardly tapping her foot. "You could sell water to a drowning man couldn't you?" Then she looked back up at him. "I already told you I'm not afraid to get my hands dirty, so why don't you get to the point and tell me why you really called on me."  
The Governor was a little taken aback by the comment then he smiled. He turned on his heel and walked back to his office knowing she'd follow.  
"I meant what I said about why I called on you. I wanted to know how you were doing." The Governor said sitting behind his desk  
Lilly wasn't impressed. "I'm touched. Well" She held up her arms. "As you can see I'm tip top."  
"Yes I can see that." The Governor said softly.  
Lilly was worried that her face had begun to color. She folded her arms annoyed and looked away.  
"You'll need to be." He unfolded a map on the desk. "Merle and I are taking our friend back as promised tomorrow. You'll be leading Martinez and another group from behind their base."  
Lilly turned and looked at the map. "A warehouse?"  
The Governor gave a slight shrug. "Storage units actually, near Macon." He pointed behind the red circle on the map. "You and your group will surround the back flush them out, bring them toward us in the front."  
Lilly eyed the map closely. "If they're coming this far for supplies that means nearly fifteen miles have to be picked clean by now."  
The Governor didn't respond he just nodded gravely.  
"Why not just keep an eye on them and starve them out?"  
The Governor folded his hands. "We're trying to be humane about this. This will be quicker."  
Lilly finally took a seat across from the Governor. She began drumming her fingers on the desk. She agreed with everything he said. She knew there had to be a catch somewhere . She scanned her mind to think of anything she could have done to displease him… more than usual. The mission wasn't something she couldn't handle, and her leg really wasn't a problem. At the very least it wouldn't give them enough of an advantage to kill her. Still friendly fire did happen, and she was going to be entering from the opposite side as the Governor.  
"Something wrong?"  
"hm?" Lilly was brought out of her thoughts by the Governor's voice. "oh, it's just… Martinez seems like he'd be better-"  
The Governor sighed as he stood up. He crossed the desk and stood in front of her towering over her. "Martinez is a good man and a good soldier, but I need a leader; someone who can think on their feet."  
Well it wasn't flattery if it was true. The Governor raised his eye brows commanding an answer. Lilly sighed and leaned back in her chair mostly so she could see eye to eye with him better. "When's this little picnic going down?"  
"Three hours." He said walking back around his desk.  
"Three hours?!" Lilly nearly jumped out of her seat. "That's-"  
"Before they can plan another attack. You're a big girl now Lilly," He glanced up at her with a wink. "I'm sure you can handle it."  
________________________________________  
Lilly scanned the armory for her M-9 handgun, and a sniper rifle. She'd already strapped on the machete.  
"You be safe out there." The kind words almost didn't register because of the voice that said them. Merle was leaning against the doorframe of the armory.  
Lilly turned to him as she found the rifle. "Yeah, you too."  
Merle walked over to Lilly and brushed some hair out of her face with his good hand. "You alright?"  
"Yeah, I'm fine." She swung the rifle over her shoulder. "What if he's lying?"  
"The Governor?"  
"No the prisoner."  
Merle held up the stump and baronet. "Then me and Shania can sweet talk him this time."  
Lilly smiled but it didn't last long. "I just keep going over all the ways this could go wrong."  
He gently touched under her chin. "Hey," she jerked her head away but finally looked him in the eyes. His brows tugged up at the center and he tilted his chin a little to the side. "You worry too much, Lills."  
A moment of silence passed between them. "I don't know why, I've just got such a bad feeling about this." She said softly. In an instant she straightened up holding the rifle at her side then mock saluted Merle as she walked past Merle. "This is my rifle, this is my gun."  
Merle marched behind her. "This is for fighting, this is for fun."  
Don’t you see me laughing  
Lilly watched as each man fell silently from the cross hairs of her sniper rifle like little rag dolls. It was something she made a point never to get used to. No matter how easy it was, no matter how necessary it was to survival now; she could never allow herself to think it was normal.  
When she'd taken out the last one on watch at the back of the warehouse she turned the scope toward a truck driving up towards the front waving a white flag out of the driver's side. It came to a stop a few yards from the front gate of the warehouse. The boy stepped out waving his arms signaling not to shoot. The Governor stepped out of the driver's side just behind him.  
Lilly looked through her sniper scope to see if there were any men left near the east side of the storage units. When she knew it was clear she pressed the button on her walkie. "Clear"  
Through her sniper scope she saw the Governor pulled out a gun and shoot the boy in the back of the head then quickly run back into the truck. The truck barreled through the front gate of the warehouse.  
Lilly quickly pulled out her gun and spoke into the walkie. "Alright boys let's move" she said before jumping down from the tree.  
________________________________________  
About forty-five minutes, that's all it took for the group to take out twenty-eight men. Lilly walked through the second floor of the storage units with Caleb Sparks. Caleb had flown into Atlanta for a wedding when the world went to hell. Out of the entire groom's and bride's party Cal was the only one to survive, which explained his greying hair and frequent panic attacks.  
Cal turned his flashlight down the hall of the second floor scanning it. "I think we're good."  
Lilly nodded and picked up her walkie. "Merle, you there?" She glanced over at Caleb as he yanked one of the storage units open.  
When she didn't hear anything but static she spoke again into the walkie. "Merle!"  
Merle's voice came in through the walkie. "This is big stud here I read you pussy cat. Over."  
"Merle stop being an idiot. Did you secure the first floor?"  
"Roger pussy cat. First floor is secure."  
"Hey why don't I get a code name?" Lilly vaguely heard Martinez’s voice in the background before the walkie went back to static.  
"Hey look at this." Cal said flashing the light into the unit.  
Lilly walked over and peered at the unit. Inside were holes on each side of the walls just large enough for a person to squeeze through.  
"Look you could just hide inside and move through the units if biters or something got in. That's smart."  
"No that's brilliant." Lilly sighed hitting her head against the wall. "It means we're going to have to search all of these units for stragglers." She picked up the walkie again. "Hey Merle we've got a problem here. Cal and I just found some units with holes in them so there might be one or two bandits still moving around through this place. Keep an eye out and start looking through the units."  
"ok fine fine! You want a code name? Read you pussy cat this big stud and wetback rat over and out." "You son of a-!" The walkie went back to static and Lilly looked up at the ceiling then rubbed her eyes. "Worse than babysitting…" She said with a sigh.  
Cal smiled at her before examining the rest of the unit. "Looks like they were pretty well stocked here."  
"Not enough food apparently. It's the reason they attacked us." Lilly shifted through one of the boxes in the unit. "This is good… lots of blankets, winter clothes, stuff we can use."  
"Who said that?" Lilly heard Caleb ask.  
She dropped the coat she was sizing up to look at him. "Said what?"  
"That they were after what we had? I mean look at this and there's over a hundred of these units. Why would they attack us if-"  
"Cal." Lilly said stopping him. "Listen you're a smart guy and when you do decide to tag along with us you follow orders." She smiled. "I like that. But trust me you don't want to be that guy."  
Caleb looked at her confused for a moment. "What guy?"  
Lilly looked him dead in the eye as she spoke. "The one who gets himself killed for asking one too many questions."  
Both of their heads turned when they heard the sound of footsteps coming up the stairwell too fast to be a walker. Each flattened on opposite walls guns aimed at the door. Slowly they moved towards the door about to fire when Merle burst through followed by Martinez.  
"Jackpot!" He yelled.  
Lilly groaned through her teeth holstering her gun. "Dammit Merle what the hell do you think we have the walkies for?"  
"Had to deliver the good news in person!" He said with a grin tossing her a bottle of wine. Lilly caught it examining the bottle as he spoke. "that's not all, whole unit stocked to the brim beer, bourbon, vodka, wine you name it and…"  
Martinez did a drum roll on the wall so hard it rattled the unit doors. Caleb's eyes shot to look over at the open unit.  
"A crate of 12-year-old scotch."  
Lilly nodded with a satisfied smile then tossed the bottle back to Merle. "Nice work. Load it into the truck and set the scotch aside for the Governor."  
"Hey, why the hell does he get first crack at it?"  
"You want to deal with him if you don't?"  
"Better listen to the lady," Martinez said leaning against the wall with a smug knowing grin. "She knows what he likes."  
Merle snickered under his breath.  
Lilly didn't have time to pistol whip the two of them because she was too busy noticing Caleb flatten against the wall opposite the open unit.  
Lilly drew her gun. "What?" she whispered to him.  
"I saw something move." He whispered. "Not in the open one, the one next to it."  
"Shit." She said crouching low and signaling for Merle and Martinez to move in. Martinez made his way toward the unit next to the one with the opened door. Merle followed up with his bayonet ready. Martinez reached out grabbing the handle of the unit getting ready to open it.  
"On three." Lilly whispered.  
Martinez nodded and silently counted. One… two… He yanked open the unit and pointed his gun inside as did everyone else.  
Every one of them slowly lowered their weapons as they looked at the horror inside. Inside the unit hung a walker, a girl no more than maybe fourteen tied by it's hands suspended from the ceiling. Each one of it's legs was tied on opposite sides of the unit. It's hair or what was left of it was a bobbed strawberry blonde. It's jaw had been removed and the only clothing left on it was a battered and dirty powerpuff girls t-shirt. Slowly it moved it's head up looking at them with a gurgling moan.  
Everything was still in the hallway.  
"Jesus…" Martinez said breathless.  
"You don't think" Caleb swallowed hard. "she-it… it was alive when…" his voice trailed off.  
"Remember the good ol' days when it was just you, a magazine and your right hand?" Merle said with a bitter smile.  
"That how you do it Merle?" Martinez said and they started chuckling. Suddenly all the chuckling came to a stop as a gunshot rang out through the hall.  
Lilly stood with her gun still aimed at the walker's head where she shot it.  
Merle, Martinez and Caleb shifted uncomfortable in silence as Lilly marched over pulled out her machete and hacked down the rope holding the walker to the ceiling. She then hacked the two ropes attached to each side of the walls before going over to the open unit and fishing through the boxes. She pulled out a musty old sheet and walked back to the unit with the walker. She draped it over the body before staring at it in silence for a moment.  
"It was just a joke, Lilly." Martinez said in low voice.  
"I know," She said looking at him. "Don't you see me laughing?" Another moment of silence fell on the group as she walked out of the storage unit. "Start searching the units on the first floor. Load up the trucks. If it can't fit make a note of what's useful and we can come back for it later. Keep an eye out for bodies, bandits, walkers or anything that can kill us or take our stuff. If we're lucky we'll get done before dark."  
The men slowly headed towards the stairwell. Lilly took one final look at the girl lying in the storage unit before pulling the door down.  
Living not surviving  
The mission had been a success. No casualties on their side, an unbelievable amount of supplies, they even found a punching bag. If the bag had been set up Lilly was certain she'd be making good use of it now. The winter clothes they found would be good for the next months, some of the kids in town were still stuck wearing sandals. Suddenly the thought of Clementine slipped in, outside in the cold months. She wondered if Lee was with her, she wondered if she was safe. That girl could have been Clementine, could be Clementine. She shook head as her stomach lurched.  
Lilly normally would be reading a book, cleaning her gun, or readying for bed instead she was doing push-ups all on her knuckles. The pain and the structure was more therapeutic and practical than crying in a fetal position on the bed.  
She hadn't stayed at the rally the Governor held to explain how they came home with so many goodies; it had been too damn much. Hearing how they tried to end things peacefully, how did he put it?  
"We've all been through a lot no need for more killing." He'd said before waiting for a few jeers from the crowd. Lilly had distinctly heard a "The hell with that." and a "Then they shouldn't have attacked us. Kill them!" and a few boos from the crowd. "Now now, we tried to settle things peacefully, but some people can't be reasoned with." He paused looking at the crowd. "Life outside our town does that to people. So let us be grateful, grateful to the clothing that will get us through winter, our town and one another. We are Woodbury and we are strong!" The crowed cheered. How inspiring. He'd gotten how safe Woodbury was and how big and bad the outside world was in one address to the people. Not bad. He'd even made himself the benevolent leader holding back the mob. It sent a chill down her spine what a good antichrist he'd make. Maybe he was. It was the end of the world after all wasn't it?  
She stood up, her knuckles bleeding. She looked down at the floor and there were eight perfect blood smudges on the floor. She was about to go to the bathroom to get a towel and wipe up the blood when she heard a knock at her door. She threw on a pair of sweat pants and walked to the door. A summoning by the Governor no doubt, and she wasn't in the mood. She opened the door and there stood the Governor. She was a little stunned to see him in person standing at her door, especially dressed as she was in nothing but sweats, a tank, and a low ponytail.  
"um hello sir." She began awkwardly.  
He drew in a breath. "Evening Lilly."  
A moment passed in silence. "That was good work today."  
"Oh uh yeah you too, I mean thanks"  
Another awkward silence passed between them before Lilly spoke.  
"Was there something you wanted?"  
"um yes actually may I come in?"  
"Oh of course." She opened the door completely he was about to step in then he glance at her and quickly glanced away clearing his throat.  
Lilly looked down and realized she was exactly as she thought; sweatpants, tank top and nothing else. "oh god." She said covering her chest with one arm and nearly shutting the door on the Governor with the other. "um uh c-could you give a moment." She shut the door and ran over to the dresser to put on a bra. When she opened the door the Governor had his head tilted down pursing his smiling lips together.  
He looked up at her without lifting his head. "Better?"  
Lilly inhaled sharply. She gave a quick nod stepped assign and tried to regain what was left of her dignity. "Please." She gestured toward a table and two chairs in the corner of her room. Her apartment was little more than a dormitory, but it was immaculate and she preferred a smaller space than a shared one.  
The Governor sat down at the table, Lilly pulled up another chair that was at her desk. It was obvious this place was not made for entertaining guests. Now that she thought about it this was the first time someone beside herself had been in here with her. They were both seated on the same side of the table. Lilly sighed when she sat down. She wasn't really in the mood for company right now, but it wasn't like she had much choice. She had her hands resting on the table when she noticed the Governor eyeing the cuts on her knuckles. She cleared her throat and set them on her lap out of view under the table.  
The Governor set a bottle of wine on the table. "Picked this up before the boys raided the lot, I think you deserve it."  
Lilly looked at the bottle. Wine was never her thing, least of all the people who drank it. The whole pomp behind it about the taste and the year got on her nerves. Still at least it wasn't flowers. "I'm don't really like win-" She glanced at the Governor's face. "Thank you." She said awkwardly.  
The Governor eyed Lilly, inspecting her and making her feel incredible self-conscious. He rested a hand on the table tapping a finger then finally released Lilly from his gaze as he spoke. "Martinez told me about the biter." He said softly looking at the table.  
Lilly looked away annoyed. It felt like she was getting tattled on in school. "I lost my cool." She looked back at him her face stern. "It won't happen again."  
"That's not what I was worried about." There was another small silence as the Governor looked at her. "Want to talk about it?"  
"No." She said flatly bringing a hand to rub the bridge of her nose.  
The Governor took her hand surveying the damage to it. His eyes ticked up to meet hers. "Are you sure?"  
She yanked her hand away. "Yes." She folded her arms with her fingers under them so the Governor couldn't see the cuts. She defiantly turned her head away looking down.  
The Governor let out a frustrated sigh before getting up. "Suit yourself." He turned and walked toward the door. He stopped and held the frame for a moment then he looked to her with his eye brows raised. "What do you drink?"  
Lilly looked up at him with a smug and menacing smile. "Whiskey on the rocks."  
When he saw he had her attention he turned completely around. "Hm. My men just came across some very fine twelve year old scotch if you'd like to help me break it in."  
Lilly stared up at him for moment before turning away and smiling. "I'll get my coat."  
Southern gentleman  
Lilly walked into the Governor's apartment. It seemed so much softer now when she wasn't being summoned in. Lilly was pulling off her jacket when the Governor offered to take her coat.  
"Perfect southern gentleman as always," Lilly thought as he helped her take off and hang her coat. He gestured over to the round table and chairs. Lilly walked over sat down never letting the Governor out of her sight. "says one thing does another."  
Lilly watched him as he undid his holster and hung it up next to her jacket then walked over to the liquor cabinet. She leaned her head on hand and rest her arm on the table casually scanning the room.  
The Governor returned with two tumblers and the bottle of whiskey. He poured her glass first then his. She held it up looking at the golden liquid musingly. The Governor held up his glass and Lilly raised hers. The two connected with a small clink. She took a bigger sip than she should have, forgetting what a kick to the throat even good scotch could be. She coughed and covered her mouth with the hand holding the glass.  
The Governor, glass still at his lips watched the performance with amusement before sipping the whiskey, swishing it around his mouth and swallowing.  
Lilly set the glass down with a final cough. She smiled with pursed lips but didn't look at him. "Thank you" she said softly.  
He only shrugged before taking another sip and setting his glass on the table.  
"She wasn't a biter." Lilly said looking down at the table tracing her finger along the grain. "She was a little girl… not even a teenager yet." She was glaring at the table now as she thought back to the scene. "They had her strung up like… You think you get used to it." She said picking up her glass and taking a smaller sip this time and setting it back down. "How cruel people are, they always find new ways to surprise you."  
A silence passed between them. The Governor watched her for a moment before he spoke. "My little girl came home one day from school early. She'd been sent to the nurse after one of the kids on the school yard had started a fight with her. Attacked her. I didn't find out til the ride home they'd left me a voicemail saying she and a few other children had been sent home sick but it was nothing to worry about." He smiled wide and looked at the ceiling almost laughing. "I was ready to pitch a fit. Here I am working my tail to make ends meet. My wife had passed the year before so there was no one there when she got home. I came in and saw her lying there on the sofa. She didn't say hello, didn't even seem to know I was there, just these small shallow breaths." He looked at the table as though he were reliving it. "She was burning up. I took her to the hospital. They wouldn't admit her. This bitch of a nurse told me if I tried to bring her back they'd take her and I'd be arrested. So I took her home, put her to bed, did the best I could to cool her down." He frowned his eyes shining wet. Then he shrugged. "Nothing helped. I keep telling her, 'Just open your eyes sweetie. I'm right here. Just look at me'" He paused. "The last thing my daughter ever thought was that her daddy wasn't there when she needed him." He took another sip of the whiskey but didn't meet Lilly's eyes.  
Lilly sat there in silence just looking at him. "You can't know that."  
He gave another small shrug looking into the glass. "Doesn't matter."  
She studied him very carefully. She knew she didn't trust him, and rightly so she shouldn't trust him, but she knew that what he said was true. She took another sip of the whiskey.  
The Governor watched her with the same calculating manner that she regarded him. "What were you in life, Lilly?"  
She smiled into her glass. She loved the way he said that. What were you in life, as though they we're already living in hell. It seemed very poetic. "Air Force." She said setting the glass down.  
"Now that explains a lot. Never knew that."  
Lilly looked back at him still smiling. "You could have just asked."  
"Yeah but," he finished his scotch glancing at her with a wink. "I had a feeling you'd be less than forthright." He poured another glass for himself.  
Lilly chuckled. She pushed her glass toward him and he poured her a second. She brought the glass to take a sip then stopped. She lowered the glass holding it in her lap with both hands. Regardless, if that story was just to win her confidence or not there where parts that she could clearly tell were painful. "What do you want to know?"  
The Governor looked at her for a moment. "You don't have to tell me anything you don't want to."  
Lilly took a sip from her glass. "and I won't, if I don't want to."  
The Governor chuckled taking a sip from his glass. Lilly failed to notice a small evil glint in his eye as he did. "What happened to your group?"  
Her jaw tightened. "They left me to die on the side of the road." She was staring at the table again. "I had it coming though…" She swallowed hard. "I shot and killed a member of our group." She didn't want to look up and see his reaction. "I lead that group, went without food so that others could-" Her hand tense. "My dad was with us in the beginning he had a heart attack. He could have been revived, but they chose to let him die." She didn't go into the details about the St. John's farm this was already painful enough. "His body wasn't even cold when his head was smashed in."  
"The member of your group who killed your father-" The Governor began.  
She laughed despite herself. She brought a hand to her mouth realizing how sick it was that she was laughing, spitefully but still laughing. "That's the best part. He wasn't the one I shot. I understand what he did, I even understand why he did it. I didn't like my dad much but he was the last thing tying me to the world." She paused realizing she'd never thought of it in such clear terms before. "Carly was… different. Someone had been stealing supplies, I was on edge, hadn't been sleeping for days. We were attacked by bandits someone had been trading medical supplies for protection. When the smoke cleared I knew it was either her or someone else who had put us in danger. She started in on what a shit leader I was, then…" She made bitter smile. "guess she was right. Part of me was jealous. She didn't have to make the hard choices; she could afford to be liked." She took a sip of her scotch still not looking at the Governor.  
She felt his hand touch hers gently where the cuts on her knuckles. "Not so easy is it?" The Governor looked down at her hand gently stroking the side before looking into her dark eyes. He put the other hand on the side of her face.  
Lilly felt herself tremble. "It wasn't necessary."  
"But it's finished now." He gently pulled her head close and kissed her forehead. "You have to let it go."  
Lilly sighed as he pulled away from her. She looked up into his eyes that stared back with perfect gentleness warmth and understanding. She leaned forward and kissed him on the lips. He kissed her back his hand lacing itself through her hair. She stood up as he did her arms sliding around him. She knew this was a mistake. Silver tongued snake charmer that he was even in that moment she knew she couldn't trust him anymore than he could trust her. What she hadn't mentioned about her story was that she felt nothing when she shot Carly, not relief, not guilt, just numbness. It was that numbness she felt that really frightened her.  
The man in her arms wasn't someone she could or should be trust. There was something comforting about that.  
________________________________________  
The Governor kissed her as he lay Lilly down on the bed. She felt him sliding his hands under her tank lifting it over her head. When his hands pulled her shirt to her wrists he interlaced his fingers in hers. She leaned up to kiss him again but he moved back still holding her hands, pinning her down. Lilly looked up at him confused for a moment as he smiled down at her with a chilling stare. Her breath started to quicken as the slow realization set in. He was silent gently stroking her fingers with his, as he smiled down at her and for the first time giving Lilly a good and solid look at who he really was. He was straddling her now, she could kick and buck all she wanted, but it wouldn't get her free. She could call out for help but who would come to her aid? In the Governor they trusted; if anyone came, it wouldn't be to help. His eyes crinkled at the sides, so tender and so gentle, and so ruthless a perfect southern gentleman.  
Lilly leaned her head back resting it on the pillow his hands still pressing hers with a vise grip into the mattress. He turned her to her side holding her wrists with one hand. She could break one of her hands free. One hand was enough, her mind raced with ways she could get away, but she didn't act on any of them. His free hand ran down her arm and to her back making her skin tingle where it left. Lilly shuddered not certain how she should feel about the sensation. His hand came to rest on her back and he slowly unhooked her bra. His hand still in contact with her skin ran over her chest. She let out a small panicked gasp despite herself. She heard him chuckle softly. It was then everything finally clicked about how the Governor's mind worked, and why she wasn't trying to get away.  
It wasn't about her being helpless; it was about her knowing she was helpless. He could kill her or worse right now, but he didn't. They both knew he wouldn't. It was about making certain that she believed as the people in the town believed. Side with the Governor you live, otherwise you die. It seemed perfect in some awful way. The Governor the monster, and Lilly the murderer both in hell and only ghosts of what they were in life.  
He slowly slide the bra up to meet her shirt which was still tangled around her wrists and turned her back on her back never once taking his eyes away from hers.  
He took a moment to admire her. "Do you trust me Lilly?" He said lacing his fingers back with hers still holding her down.  
Lilly smiled back at him coolly, unafraid. "No."  
He chuckled again softly before kissing her neck. "That's my girl." He whispered in her ear.  
Penny  
Lilly slowly woke up, the memory of the past evening setting in. She was in the Governor's bed. She was in Phillip's bed. His name; something she'd learned somewhere in between the throes of passion. Thank God, because if she had caught herself screaming out "oh Governor!" she'd never forgive herself.  
She slowly sat up in bed covering herself with the sheet. The Governor was nowhere to be seen. She didn't let it concern her. Lying in bed for hours wasn't really like him anymore than suddenly calling him by his real name just because they made love was like Lilly. She got up with a small smirk and opened his wardrobe.  
"making love" She thought. That was one term for it. Another was mutual interrogation. He'd found out that she could be intimidated. She'd found out even his mask wasn't unbreakable. "Still… fun though"  
She looked through his wardrobe for something to put on. She didn't feel like hunting for her clothes just yet, and not having the Governor here would give her a good opportunity to inspect the place. She pulled out a light blue button down dress shirt, the kind worn by cubical slaves. It smelled like stale soap and clearly hadn't been worn in a while. She'd never seen the Governor wearing it and didn't expect to. The very idea of him working in one of those soul crushing nine to fives as a glorified secretary, made her wince. She'd been through that hell when she talked back one too many times with her commanding officers. Condemned to a life of administration, just as well the world ended when it did.  
She pulled on the shirt and rolled up the sleeves to her elbows so they didn't flop over her hands. She looked at herself in the mirror on the wardrobe door. She looked pretty fetching in nothing but the oversized shirt complete with brunette sex hair. Lilly wondered for a moment whether the Governor would approve of the look with a smile. She spent a few moments there just looking at herself realizing how long it had been since she had just looked at herself as a woman. She'd never been one to stare in the mirror wondering if she looked pretty, but now that there was no room for that kind of thing in the world anymore she wished she had. It had seemed superficial then too. She probably wouldn't have done it if she had the chance again anyway. It was the fact that it was yet another thing that never could be done again that bothered her.  
Her face fell a bit and she closed the wardrobe door. She walked over to the table where the scotch was and was about to pour a glass when she hesitated. It seemed rude to do this without him even here. Then she rolled her eyes annoyed and poured a glass when she realized she'd out grown social niceties when people started eating each other. She strolled around the apartment sipping the scotch, perusing the furnishings and personal items with a casual but investigative eye. She spotted a picture of the Governor with a woman and a young girl. She picked it up looking at how happy they all seemed. The girl looked just a bit older than Clementine, or maybe about her age now if she was alive.  
"If…" Lilly thought sadly. She thought about her father, abusive son-of-a-bitch that he was, he had still been family; her only family. Then she thought about the idea of Clementine, dead or worse. Lee was with her, but Lee had also left her for dead. A sound from the other room pulled her from her thoughts. For a moment she thought it was the Governor, but it sounded more like a rattle.  
Lilly ran over to the nightstand where her M-9 had ended up and grabbed it. "Hello?" she called out slowly making her way towards the sound. She heard the sound again coming from the other side of a door at the other side of the apartment near the mantel. She held up her gun and reached for the handle. She eyed another photo this one different but of the Governor, the woman and little girl. She lowered her gun a bit.  
She turned to the door. "Gov… Phillip?" She heard another rattle but no answer. Polite or not experience had told her always check when she heard a sound but no answer. She turned the handle and found that to her surprise the door was open. Slowly she entered the room dimly lit by a green glow. She could hear bubbles and water like a fish tank. Lilly turned and stifled a yelp when she saw the fish tanks she's heard with walker heads inside. Some of the heads turned their eyes at her. She held her gun closer as she approached.  
"Ew." She examined the tanks recognizing some of the faces from skirmishes she'd been in. It wasn't as shocking to her as it should have been. There were orders sometimes to retrieve the heads from a gun battle or walker ambush. She always assumed they were for Milton's screwed up little mad science experiments. Man was a podiatrist. He studied feet; he couldn't be more out of his element if he tried. Still personal home theater of walker heads wasn't exactly her second guess either.  
"Guess everyone needs their little hobbies." She said dryly to herself getting close to the tanks and lowering her gun. Suddenly one of the heads jerked in her direction trying to bite her through the glass. Lilly jumped back and fell on her ass. She scrambled over to the wall feeling for the light switch. Once she flicked it on she saw a chair placed right in front of the tanks, and in the corner a cage door. She heard the rattle again coming from the cage.  
Every instinct in her was telling her to just walk away. She didn't want to be Pandora and screw herself out of a good set up, but Lilly wasn't the kind of person to look the other way either. She didn't have a problem making a deal with the devil, but she always read the fine print.  
Lilly turned about to walk out of the room before she let out a sigh. She turned back around her gun at the ready and walked over to the cage door. Slowly she opened it and waited. Just when she thought there was nothing inside, she was knocked backwards by something that came running out of the cage. It knocked the gun out of her hand and she realized it was a child in a straightjacket and hood hooked to a chain.  
"oh my God…." This crossed a line, she could do a lot of horrible things but this was unthinkable. She was about to reach behind to unhook the chain when she hear the child growl in a way no living thing could. Her hand froze over the chain. "no…" She said softly.  
The walker rammed its small body at her at the sound of her voice. She jumped back and grabbed her gun pointing it at the walker which pulled on the chain hunting blindly for her. Lily's eyes grew hot as tears began to form in them. Her trembling hand reached for the hood the other holding the gun aimed at the walker's head. She desperately tried to calm herself, but it didn't work. The pieces were already falling together in the back of Lilly's mind, she almost didn't need to pull off the hood, she already knew what or who would be beneath it. She yanked the hood off and saw a little girl beneath it.  
It was the little girl from the picture, her skin gray and rotting, her eyes white and cloudy. The girl bit at the air in front of Lilly, still trying to attack her. The walker was so small, nine maybe ten, the same age as Clem. Clementine, who didn't want to take from people even to survive. Clementine who drew a picture of a cat to make Lilly feel better. Clementine, who Lilly had given hair-ties to for her hair when she slept rather than cut it, because even in a world this dangerous little girls should be able to be little girls. Clementine, who for all her cleverness, probably looked like this right now.  
The gun fell out of Lilly's hand and she fell to her knees. Her whole body convulsed violently with sobs. Everything she'd been holding in, everything she thought she'd been immune to, broke free at that moment. She leaned back on the arm of the chair her face in her hands still sobbing when she heard the sound of a gun cock from behind. She turned around and saw the Governor wearing only a black pair of trousers his pistol aimed at her. For the first time Lilly saw something she'd never seen in him before, fear. There was pure undiluted terror in his eyes as he looked at her. Part of her hoped he'd pull the trigger, she didn't care if he did. Lilly had had enough, she didn't want to be in a world like this. She looked up at him in silence still sobbing. His eyes ticked from her to the girl then back to her again in a panic.  
He ran over to the girl knelt down and held her by the shoulders. "It's okay sweetheart daddy's here," He examined her quickly. "She didn't hurt you did she? No, your fine, everything is fine. It's okay daddy's here, shh." He held the walker's head firmly under his chin despite her thrashing. The Governor pet her hair with trembling hands. He leered at Lilly who had calmed her sobbing and now just stared, tears streaming down her face.  
His gaze was both threatening and pleading as he looked Lilly in the eye. Begging her not to hurt the girl, but letting her know what would happen to her if she did. "She's not going to hurt you, baby. It's alright." He pulled away from her still holding her by the shoulders. His breath was shaky as he looked down his eyes still hinted at cold menace. He looked at Lilly once more then turned to the girl. He swallowed dry mouthed. "Penny? You see this lady here?" The girl thrash at him. She'd seen Lilly but she wasn't terribly concerned she was there. "This is a friend of daddy's. Her name's Lilly, she's not going to hurt you sweetheart."  
He looked at Lilly again as she slowly rose to her feet. They locked eyes for a moment. It was a smart move, getting Lilly to see the walker as he saw her. A little girl, who didn't do anything to deserve this, with a daddy that refused to bury his child. It was smart, why destroy one of your best guns when you could use it to protect your undead daughter? What the Governor didn't seem to realize was that Lilly couldn't have pulled the trigger even if she had to.  
Lilly took a step toward the girl but didn't kneel down. The girl didn't seem to notice as she kept trying to bite her father. Lilly's face softened and she smiled down hoping she didn't start crying again. "Hello Penny…" Lilly said softly .  
Wolves in Sheep’s clothing  
Lilly sat in aviator sunglasses on the wall in a fold out chair drinking lemonade. She hadn't seen a biter in nearly three hours.  
"Still nothing?" Andrea called up to her.  
"Nope." She leaned her head back tilting her shades down. "Say what you want about the apocalypse but it does get pretty damn boring at times." She pushed her shades back and went back to lounging.  
"I'll take boring any day." Andrea said with a laugh brushing her yellow hair out of her face.  
Lilly smiled and turned to look down at her. "Why don't you come on up? Help break up the monotony."  
Andrea climbed up the wall and sat down next to Lilly.  
Lilly offered her lemonade.  
Andrea smiled. "No thank you."  
Lilly shrugged. "Governor said you were pretty bad off when they found you." She turned to Andrea. "How long were you out there?"  
Andrea looked distant for a moment. "All winter."  
Lilly sighed going back to look at the wall. "Must've been tough."  
Andrea inhaled standing up. "It was. It nearly killed me."  
"Yet here you stand. I think that says something." Lilly beamed up at her. "So it's been just the two of you since the beginning?"  
Andrea looked down at her and could see her own pained expression reflected back at her in Lilly's sunglasses. She turned her head down. "I had a group. We got separated."  
Lilly was silent for a moment. "I'm sorry to hear that. I had a group too. We didn't get separated so much as I was left behind."  
Andrea was staring down at her hands. "Me too…" She glanced back at Lilly. "I'm sure they went back though I mean… they tried to go back for Merle."  
"Yeah he was telling me about that. Hey," Lilly leaned forward touching her arm. Andrea looked down at Lilly with a sad smile. "I'm sure they did and even if they didn't." She leaned back in her chair the sun glaring like cold steel off of her aviators. "It was probably only for the better of the group. We don't pull that shit here. You start saying it's for the group not each person then everyone becomes expendable eventually."  
Andrea looked at Lilly. "Can people really afford to think like that with the world as it is now?"  
"They have to," Lilly looked at Andrea, her expression unreadable behind the sunglasses. "otherwise life just becomes about the numbers doesn't it?"  
Andrea was lost in thought when Lilly jumped up. "Finally." She pushed her shades back on her head. She had a scraggly young male walker in her sights. She shot and got it through the jaw.  
"You're a good shot."  
"I know."  
"Watch out you have two more." Andrea said on edge.  
Lilly aimed the gun at the walkers. The first had been a man in his fifties with salt and pepper hair, the other was a small boy not more than five when he turned. Lilly looked up from the scope her face blank.  
"They're getting closer." Andrea said repressing the desire to nudge her.  
Lilly pulled her rifle back. "Know you sound like you could blow off some steam. You wanna take a shot?"  
Andrea waved her hands at the rifle. "I've never shot one of those before."  
"But you have shot a gun right?" Lilly pulled out her M-9 and handed it to Andrea. "here."  
Andrea took it and aimed at the walkers.  
"Probably should go for the taller one first it's closer." She was beginning to sweat pretty badly. She wiped her brow with the back of her arm. "God it's hot" She mumbled.  
Andrea shot and hit the older walker in the forehead.  
"Ha. A natural. You're a good shot too."  
"I know." Andrea smugly before turning to Lilly with a grin like a child who swore for the first time.  
Lilly lowered her shades. "Hey Martinez," She called to Martinez who was sitting at the other end of the wall.  
"Look after my girl." She put her hands on Andrea's shoulders. "I need to use the little girls' room."  
"You got it boss woman." He said as though he'd taken his eyes off Andrea for a second since she climbed the wall.  
Lilly jumped down off the wall. And walked down the street. Her entire body tensed when she heard Andrea shoot the boy walker. She paused for a moment then kept walking. The Governor stood at the end of the street. He didn't even look up from what he was doing as Lilly passed, but slowly excused himself from the person he was talking to and walked after her.  
________________________________________  
"Well?" asked the Governor as they walked.  
"Well what?" Lilly smirked.  
"Well what do you think of our new arrives?"  
Lily almost laughed. "Stop asking as though my opinions ever sway your decisions."  
He began walking in front of her backwards taking long confident strides never once looking behind him. "You're a hell of a judge of character Lilly." He stopped blocking her path. He put his hands in his pockets. "A little too good sometimes." He said softly with a smile. "If you have any concerns or thoughts I'd like to know."  
It was moments like this when Lily became most wary of the Governor. Watching him mow down a bunch of soldiers to steal their supplies after waving a white flag? No problem. She almost admired it. It was the way the world was now. There was either cunning or dead. Right, wrong, good, bad; none of that mattered now, there was only survival. But moments when he seemed warm, kind almost tender? Those moments were the moments she had to be battle ready because those moments were the lie. The worst part was, even knowing that she still wanted to believe that lie.  
She sighed and folded her arms. "I don't think they have a group, or at least not one we have to worry about. The blonde's tough. Not as tough as the other one, but she can shoot." Lilly paused with a smile. "and dumb as a post. I like her, she won't start trouble where she shouldn't The other one though..."  
Now the Governor sighed. "The other one though…" He repeated.  
"The one who keeps asking about her weapons, the one who hasn't un-tensed a muscle since she got here." Lily's smile left her face.  
The Governor's brow furrowed. "Michonne."  
"She could be trouble. She's lethal, suspicious, and it doesn't look like she plays well with others."  
"Sounds like someone I know." The Governor grinned as Lilly rolled her eyes. The two began walking again. "She could be a great asset."  
"So is a Rottweiler, not going to do you a damn bit of good though if you can't keep it on a leash" Lilly tapped her foot. "I'd keep an eye on her."  
"Good idea."  
"What?"  
He winked and smiled. "Show her around town a bit." The smile was still on his face but his eyes were hard. "then report back to me and let me know how she's fitting in."  
He'd been planning this the whole time he'd spoken to her, and Lilly just fell right in.  
"I've got a meeting with Milton, I trust you can handle yourself." He said putting a hand on her shoulder.  
"Yes, sir."  
"That's my girl." He said before walking away.  
As Lilly watched him walk away she thought about how she had described Michonne. Lethal, suspicious, doesn't play well with others. Can't imagine why.  
Alone  
This was taking forever. Lilly had been trailing Michonne from a few yards back for the past half hour. Considering Woodbury was only five blocks and the woman didn't talk to anyone it was actually pretty impressive, but Lilly was starting to get annoyed. She knew she was tailing Michonne, Michonne knew she was tailing Michonne and wasting time like this was starting to get on her nerves. Suddenly the woman turned and walked down an alley. Lilly stopped. For some odd reason she didn't feel safe going after her. It was a one way alley. The only way out was through Lilly and she was armed. It was strange, after being one of the real things to be afraid of in this world for so long she'd nearly forgotten what it was like going into a potential fight not knowing if she'd win.  
After a few minutes Lilly strolled into the alley. She took off her aviators and folded them into her tank leaning against the opposite wall. "Finally." She said looking at Michonne. "If I'd have known you were going to take this long about it I'd have just worn a sign saying 'I'm following you' around my neck."  
Lilly smiled calmly but the woman only glared at her. Lilly took a moment to size her up better. She wasn't like her friend or most of the people they brought in. This world had gotten to her and hardened her. It was then Lilly realized why going down the alley had unnerved her so much. She was staring at someone who if pushed wouldn't shrink from killing her where she stood. That was fine. The feeling was more than mutual.  
"This was daring." Lilly said examining the alley, mainly for any possible weapons the woman could use. "A blind alley. No way out from an armed attacker. Stupid really… or very confident. Depending on how you look at it. Michonne, right?" Lilly said coolly. "I don't think we've officially met. I'm Lilly." She held out her hand but Michonne didn't even look at it.  
"One of the Governor's lap dogs." Michonne said.  
Lilly's face twitched before it became calm and blank. She retracted her hand and shoved it in her pocket. "In some circles." She turned her head looking out at the crowd. "What were you in life Michonne?"  
She didn't answer. This was like pulling teeth. Lilly decided to press further. "A cop?" She glanced over at Michonne looking her up and down. "Drug dealer? Thug of some kind?" She said with a grin.  
"A lawyer." Michonne bit out with a scowl.  
Lilly let out a laugh despite herself. When in doubt always go for someone's pride. She didn't particularly like pulling a Merle but it got results. "Sorry, sorry it's just so…" She looked Michonne in the eye. "Perfect. I'd have thought PI or profiler personally but… lawyer. Yeah it fits." Lilly smiled softly still looking directly at her. "You're used to seeing through liars."  
Lilly felt a small wary pang inside her for being so straight forward but the woman was too sharp to try anything else. If she didn't fall for the Governor's act she sure as hell wasn't going to fall for Lilly's.  
Michonne smiled but there was nothing kind about it. "You're more direct than your friend."  
"He's not a friend, and covert isn't my thing besides," she stretched her shoulders a bit folding her arms. "Not much point with you is there?" She paused for a moment. "You'd be safe here, you know. That won't change anything will it though?" Lilly looked down knowing she wouldn't get a response. "Why do you want to leave?"  
Michonne pulled her leg up and raised her brows. "You see right through him, why do you want to stay?"  
That struck a nerve more than Lilly thought it would. She was silent for a moment before she looked Michonne in the eye. "Survival." She said simply. "Your friend may not be too bright but she's smart enough not to look a gift horse in the mouth."  
"A nice gift horse for everyone who keeps there head down and their mouth shut." Michonne said scowling.  
Lilly sighed glancing out at the street and the sun. "That's the way a society works." She smiled at Michonne. "Don't act like you didn't know that. You're a lawyer after all." She pulled her sunglasses off her tank and put them on. "You leave you'll be doing it on your own. He's already got his hooks in her."  
Lilly took note that Michonne body tensed a bit when she said that. It was nice to know something could shake her at least. Lilly walked out into the sunlight then turned toward Michonne her expression unreadable behind her sunglasses. "Since you're so dead set on leaving you should know." she paused. "People never seem to survive long once they leave this place. Dangerous world out there..."  
Michonned glared at her. "That a threat?"  
"No it's a warning. You seem like a badass woman who doesn't take shit." She smiled. "I respect that, so I'd really hate to hear something happened to you because you weren't on your guard."  
________________________________________  
Lilly sat looking out the window playing with her switch knife. Looking at the people so complacent so content. A mom with her two children walked by. Lilly looked down waiting for them to get out of sight before she went back to staring. She'd been sitting in the Governor's office/apartment for nearly an hour waiting for her audience. She could hear him speaking to some of his men. She tuned in from time to time. It wasn't anything important. She hated being in this place, knowing a dead girl was in the other room with a whole bunch of walker heads. She hated being one of the only people who knew.  
"Alright boys listen, we can finish this later." He said shooing them out the door.  
"You're a popular man Gov." Lilly glancing at him.  
He sighed looking up. "A heavy burden." He smiled walking over to her. "Though it does have its perks." He tilted her head up and leaned in to kiss her. Lilly quickly moved her head away, then got up and walked over to the round table pretending to look at… anything.  
The Governor frowned for a moment before his face calmed. "What did you find out?"  
"She's been poking around." Lilly sat in a chair at the round table.  
The Governor sat down beside her. "And?"  
"And the sooner you put a bullet between her eyes the better." Lilly said harshly.  
"You don't think people would notice?" He said with a smile.  
Lilly glared at him. "Doesn't matter if they do. They're too soft anyway."  
He sighed again getting up. He walked over to the window and looked out for a moment hands on his hips. "I'll think about it." He turned back to her. "What are you doing tonight?"  
"Wall duty." Lilly said tracing the grain on the table.  
"Why don't you stop by? Take the night off, you've done nothing but work lately." He said in a soft and gentle voice.  
"No I'm fine thanks." Lilly said it a lot blunter than she meant to, and she could feel the cold and evil glare without even looking up at him. She laughed. "Besides," She looked up at him with a grin. "Isn't there some pretty blonde new girl you'd rather invite over to your humble abode?"  
When she looked up at him his face didn't change he stared at her with the same cold and threatening menace she'd pictured in her head. Slowly he walked over to her and she began to look back down at the table. He stood close to her, so close she could feel the heat coming off of his body as he towered over her.  
The Governor gently moved a lock of hair behind her ear tracing his finger around her ear as he spoke. "That wouldn't bother you?"  
Lilly chuckled pulling her head away and fighting the urge to rub her ear off to make the terrible sensation go away. "Of course not." She looked up at him determined not to be afraid as she sat there in his shadow. "I'm the girl you take into the battlefield. Not the one you take home to mom."  
He stared down at her for a moment still steely eyed before smiling and giving and inaudible laugh. "You're one of a kind Lilly, I'll give you that." He leaned down and kissed her.  
Her fists clinched and her whole body stiffened like a board.  
He broke away only inches from her face looking her in the eyes. "Take the night off anyway, you haven't been sleeping lately."  
She inhaled sharply as he let her go and walked over to his desk. "We're finished here." He said as though it were an afterthought.  
Lilly got up and walked out. When she was outside she began violently rubbing her lips with her shirt.  
Cold  
"Shit it's cold." Martinez said rubbing his arms as they walked through the snow.  
"Well it's not Cancun," Lilly said as they walked back to the truck. "but it's not sitting at the wall either, count your blessings."  
"What the hell is that supposed to mean? 'It's not Cancun,'" Martinez said glaring at Lilly  
She stopped. "I mean it's not warm. Like Cancun."  
"Like Mexico you mean?"  
Lilly sighed a big puff of dragon's breath. "for the love of… Caesar lighten up will you."  
"Sorry," Martinez said as they walked again. "I've been hanging around Merle too much."  
"Yeah I can tell. We're not all stupid rednecks you know."  
"I know it's just ya'll look alike sometimes."  
Lilly responded with a snowball. Martinez threw one back but it missed before they got to the truck parked about a football field away from the prison. Merle stood clad in dock martins and a black hooded puffer coat on top of the pickup truck.  
"Well?" Lilly said looking up at him. She'd been wearing a men's duster that tented on her. Not the most flattering look but the selection wasn't as broad as she would have liked.  
"Ain't fucking happening." Merle said staring through the binoculars.  
"hm. Now when you say 'Ain't fucking happening' do you mean 'ain't fucking happening because it's impossible' or 'ain't fucking happening cus I'm chicken shit'?"  
He glanced down at her. "Both." He swung the binoculars over his arm and pulled Lilly up on top of the truck before handing them to her.  
Lilly peered through at the prison as Merle spoke. "Assuming we get through the yard, we don't know the layout inside. There'll be walkers inside. A lot of 'em"  
Lilly looked at the prison yard that was practically infested with biters. "How many you think?"  
Merle shrugged. "Fifty, hundred, more? Probably the whole damn prison. Can't imagine the national guard was thinking about rescue here." Lilly caught the bitterness in his tone.  
She glanced at him. "We can't all have brothers like yours."  
Merle smiled, but he looked down.  
She sighed taking one last look through the binoculars. "hundred walkers and we're going in blind."  
"What do you think?" Martinez asked.  
"Ain't fucking happening." She said handing the binoculars back to Merle.  
"Why does the Governor want this place anyway?" Martinez said leaning on the truck.  
"We had a scare about a month ago when walkers broke in and killed some of the livestock." Lilly sat on the hood of the truck rubbing her eyes.  
"What's that have to do with this?"  
"Nothing. Food and ammo aren't our problems, but if a case of pneumonia breaks out we're fucked." She glanced behind her even though she couldn't see the prison for the trees. "That place has an infirmary. Most of the town drug stores and hospitals have been picked clean for thirty miles."  
Martinez mulled what she said over in his head. "I still don't see what that has to do with the livestock?"  
"Insurgency." She glanced back at Martinez. "If people do start dying we'll have to put them down. If we do that there might be panic. If there's a panic we'll need to keep the peace." She paused looking off into the bleak white of the forest. "by force if necessary." She pulled on leg up as she sat on the hood looking back at Martinez. "It's something he's always known, but the livestock scare made him realize it could happen a lot easier than he thought." The three of them were silent. "Let's get out of here this was a waste of time."  
"We got one." Merle said pointing to a walker heading toward them, a small boy.  
Lilly drew her gun and had the walker in her sights when she realized her hand was trembling. She holstered the gun.  
"What you waiting for an invite?" Martinez said holding his gun.  
"My hands are shaking cause of the cold and a gunshot would just attract more. You wanna bitch? You take care of it."  
Before another word was spoken by either of them Merle tossed a knife straight through the walker's head. "Bunch a pussies." He muttered jumping off the truck and yanking his knife out of the walker's head. Lilly avoided looking at the body.  
"I'm driving back." Martinez said.  
"Over my dead body." Lilly said getting into the driver's seat.  
"Shotgun!" Merle yelled.  
"Fuck!" Martinez groaned getting into the bed of the truck.  
Once Merle was inside he looked over at Lilly. "So what are we telling the Governor?"  
"We?" Lilly said with a smirk. "You tell him. 'Ain't fucking happening' I believe it was."  
"Whoa, whoa you can't make me the bearer of bad new on this." Merle turned to her holding his hands up as though pushing the situation away.  
"Why not you're his Lieutenant, it's part of your job description."  
Merle cocked his head to the side. "Well I just think it's the sort of thing that might sound better over pillow talk."  
Lilly's eyes widened. She looked over at Merle then without warning swung her fist up breaking his nose.  
"Jesus fuck!" He screamed grabbing his nose as it gushed blood.  
Lilly pulled out her switch knife and held it to his throat. Merle jumped back leaning against the passager door blood still pouring from his nose. "You ever say that shit to my face again I'll cut you up and feed you to the biters myself."  
"Calm the fuck down Lilly." Merle said eyeing the blade.  
"Martinez" She called never taking her eyes off Merle.  
"Yeah?" Martinez turned and looked at them through the back window.  
"Seat just opened up in the front."  
"Nice." Martinez said hoping out of the bed.  
"Oh com'on Lilly." Merle said with his best puppy dog eyes.  
"com'on nothing, just be happy I'm not making you walk back." She said putting away the blade.  
Merle rolled his eyes tapping the blood on his lip. He cursed as he opened the door. Martinez looked at him in disgust.  
"Damn man what did you do?"  
"Just shut up and get in the car." Merle hoped in the back bed.  
Martinez got in and looked at Lilly. "What did he do?"  
Lilly turned the ignition with a smile. "He lost his shotgun privileges."  
Merle hit his fist against the back window. "Let's go" He yelled as the truck took off.  
________________________________________  
"You're so cute." Martinez laughed as he walked by looking up at Lilly still sitting on the wall.  
"Quiet" Lilly said in a low growl. She coddled her rifle and tapped her foot as she sat not taking her eyes off the road. Dusk was approaching and Merle still wasn't back yet. He'd taken a group of rookies with him to hunt down and kill Michonne. It didn't sit well with Lilly, She'd requested to go, almost begged.  
"I want her head back in one piece, Lilly. Stay here." The Governor had said snidely with a laugh. He seemed to enjoy those small victories now more than ever.  
"Now, now daddy knows best." Lilly thought bitterly. The Governor, the world's worst father keeping his daughter's corpse in a cage, like some sick security blanket. How nice for him, his little girl never able to talk back, never able to do on her own, never able to grow up and go away. They all had their ways of coping but keeping you're dead child around with the hope of fixing her bordered the insane.  
"You're still waiting on him?" Martinez asked annoyed.  
"It's nearly nightfall. They should have been back by now." Lilly had been on the wall since they left, and she wouldn't feel safe until Merle came back with Michonne's head in a sack. She was furious that the Governor wasn't taking this threat seriously. She couldn't tell whether he genuinely did not see how dangerous she was or he was doing it just to spite Lilly. She prayed it wasn't the latter.  
"They're fine. It's Merle for fuckssake."  
Lilly was still and just kept watching. Martinez sighed and was about walk away when she yelled.  
"Hey we have a car!"  
"Is it them?" Martinez climbed up the wall to see.  
"No, no it's a different one." Lilly said aiming her gun. Martinez picked up a rifle and aimed it at the car.  
The car began honking its horn and waving a white flag.  
"Should we shoot?" Lilly asked  
"They're waving a white flag."  
"That's a yes right?"  
Merle stuck his head out of the back window. "Don't shoot!" he yelled.  
"What the fuck?" Martinez said lowering his gun. "Quick open the gate!" he yelled jumping down.  
"Hang on" Lilly yelled but was ignored. She jumped down as they opened the gate. "Why the hell is he in a different car?" She muttered to Martinez. The car pulled up and stopped. Both Lilly and Martinez peered at the two new faces with Merle. A young Asian boy, and a beautiful brunette that Merle had with Shania to her throat in the back seat.  
Lilly's eyes widened when she saw the boy's face. He glanced at her with the same look of shock.  
"Dammit Merle can we let you out for five seconds without you bringing home strays." Martinez laughed as Merle handed the beautiful girl to him. "What happened to the others?" He said putting a hood over her head.  
"Bitch killed him that's what!" Merle said dabbing his nose which was bleeding pretty badly.  
"Don't hurt her." Glenn commanded. "Merle I swear to God-"  
"Go ahead, he ain't listening." Merle looked at Lilly. "Where's the Governor? I need to talk to him."  
"He's indisposed at the moment but you're more than welcome to call on him." Lilly said with a gun pointed at Glenn.  
"Oh that what they're calling it these days?" Merle said wagging his tongue.  
"You're disgusting Merle." Lilly said with a grin before turning to Glenn. "Out." She commanded softly.  
Glenn glared at her before getting out of the car then putting his hands up on the door.  
Lilly quickly frisked Glenn before tying his hands behind his back. "Oh hey stop by infirmary before you go see the Governor you look like shit."  
"Yes sir, Pussy Cat." Merle said giving a salute.  
Lilly rolled her eyes then turned her attention back to Glenn. "Small world huh?" she whispered to him before putting a hood over his head.  
________________________________________  
Lilly walked into the interrogation room where Glenn was being held and sat on the table in front of him. The two just stared at one another for a long time before Lilly finally spoke.  
"So how ya been?" Lilly said like a giddy school girl before going back to her usual cold repose. "You know we had bets running on you, if you'd even make it to Atlanta." She paused. "You owe me fifty bucks."  
"By you do you mean you and your dad? He's the only person who'd put up with you. How is the son of a bitch lately?"  
"Dead." Lilly said her expression unchanged. "Kenny killed him."  
Glenn was silent for a moment. "I'm sorry."  
"No you're not." Lilly smirked. "Hell if he wasn't my father I wouldn't be either. It's done now." Lilly held up her arms eyeing Glenn. "But look at you. You've come a long way from the dorky little weasel you were before. Saw that pretty girl you were with, way out of your league. Kudos."  
Glenn just glared at her so she stopped joking around sighed and got to the point. "Listen Glenn, Merle just wants to find his brother. Family means a lot especially now." Lilly said softly. "You say where he is now and we'll let you and your girl go." She paused, her expression growing dark. "Otherwise… you're still going to tell us, but it's going to hurt a lot more between now and when you do."  
Glenn looked up at Lilly for a moment. "You've always been a bitch Lilly, but I'm not the only one who's changed."  
Lilly let out a sad sigh and looked off. "You and your girl pulled a gun on him." She looked down at him. "Before that you left him chained to a roof top for the biters. I'm a hard ass but that was just fucking cold." Lilly was hoping desperately that that would tug on some guilt in Glenn it didn't. He stayed cool, calm and silent as he sat tied to the chair. He really had changed. Lilly took one final look at him. "I wish you had died Glenn. You used to be such a nice boy." She stood up and tussled his hair. "Good luck champ. You'll need it."  
Lilly walked out of the room and after closing the door looked at Merle.  
"Your honey work this time?" Merle quipped though he was anything but amused.  
"Oh you know me just sugar and spice." She leaned on the door. "He has a group, they must have a secure spot and supplies, because he's pretty damn tightlipped."  
"What about Darryl? Does he know where my brother is?"  
"He didn't say he was with them but," Lilly looked at him. "The more interesting thing is that he didn't say he wasn't with them."  
Merle looked annoyed. "How the hell does that help us?"  
"He knows what's coming, moreover he knows what will happen to the others when we find them. If we were after just looking for one man he let us know pretty quick that Darryl wasn't with them." She paused. "I think your brother is still with that group."  
Merle didn't respond, but Lilly could see some subtle change. She'd known Merle for over a year now, the past year had been as good as ten. They'd been siblings in arms watching men kill and get killed together. Merle may have horsed around a lot, but it was the first time she'd seen genuine warmth or hope in the man the entire time she'd known him.  
Merle's face suddenly hardened. "What about the girl?"  
Lilly felt a small knot in her stomach. "You know what," Lilly looked around rubbing her face. "Let's try to keep her as a last resort. This is already going to be ugly. No point making it uglier than it needs to be."  
Merle grinned wide. "You're just a big softy ain't ya Pussy Cat?"  
"Yeah the softest." She said sarcastically before nodding to the door. "Do what you gotta do man."  
Merle was about to open the door. When she touched his arm. "Merle… if your brother is alive and he's with them, 'them' being not Woodbury…" Lilly was trying to get the point across without saying what she knew would probably happen. "Loyalties might get questioned, get me?"  
Merle held his hand on her as it touched his arm. "That's cute of you to worry sweet heart."  
She quickly withdrew her hand looking sternly at him. "You watch your ass." She warned her face concerned.  
"You watch it." He winked at her as he opened the door and walked in.  
Everything dies  
Lilly had gone out for some air. That was her excuse really she'd gone out for target practice at the wall. She already knew what Glenn had in store for him. That didn't both her, it should have but it didn't. She went to the wall to do what she had been trying to do for the past few weeks, purge herself of her last shreds of humanity. She didn't tell the others the issues she'd been having trying to shoot child walkers. How she shook, and sweat; how she saw Clementine, Penny, or who every that girl had been in the warehouse. When she shot, she pictured loved ones, her father, the few friends she'd had, and the disturbing part was every time she did it got easier, and she knew one day she wouldn't even hesitate. She hadn't decided on how she felt about that yet, knowing that gradually she'd be even harder and colder than she was now. Who had time to worry if they were becoming a sociopath anyway?  
She popped off a few walkers with her 'method' before there was a lull and she decided to go and see how the interrogation was going. Lilly walked down the hall just in time to see the Governor dragging the pretty girl topless into another room.  
Lily froze her stomach lurched. She darted down the hall before Martinez blocked her almost knocking her down. "What the fuck is this?!" She hissed at him.  
"Lill chill out!" he hissed back.  
When the Governor came back out she glared at him he and the other brushed past her. She grit her teeth, then followed them. When they were out of the building she ran up viciously grabbed the Governor's arm "You wanna tell me what the fuck that was?"  
He glanced at the others giving them a nod and they walked away. He yanked his arm out of Lilly's grip. "Effective interrogation something neither you nor Merle can handle apparently."  
Lilly smiled bitterly still glaring daggers into him. "Really?" She wiped her mouth trying to repress her bubbling rage. "I never would have thought the all powerful Governor would sully his hands with that kind of work."  
He smiled sweetly at her. "It wasn't that bad actually. Really, Lilly you complain about it too much."  
Lilly was silent for a moment. "You're a fucking disgusting monster." She growled her voice low and hate filled. "It's one thing getting your hands dirty, it another altogether to wallow in the filth." Her eyes burned hot but she wasn't crying. "and you enjoyed that."  
The Governor looked genuinely surprised. Then the surprise quickly turned to amusement and he walked slowly toward her. He reached out to left her chin. She jerked her head away, but he grabbed her jaw forcing her to look at him. "Don't be jealous, Lilly." He said with a smug smile before all of the warmth drained from his face and he stared down at her with a deadly threat. "It never does end well for you."  
Lily smacked his hand away and they both glared at each other for a moment before he turned on his heel and walked away.  
________________________________________  
"My son is dead because of him!" Ben's mom was screaming at the top of her lungs. Jones was holding her back trying not to hurt her.  
"Lady, if you don't shut your mouth I'm going to give you something to cry about!" Martinez shouted cocking his gun.  
"Martinez!" Lilly screamed, as she spun around to look at him. She ran over to the woman who was a wreak on the ground. "Listen he died defending this place. He did what he had to he was very brave." She lied. If the woman hadn't bought it from the Governor she sure as hell wasn't going to believe her.  
Instead the woman didn't even acknowledge what Lilly said. She just looked at her with panic her eyes red with tears. "His body…" She whimpered. "Where is his body? I have to see it…" She began sobbing again. "He needs a burial!"  
A burial… dead rising to kill the living, people murdering people for the most basic survival, and she wants a burial. Well ok but only if your son promises to stay dead this time . Lilly tried not to roll her eyes. "You don't want to see it." She hissed under her breath. She turned to Jones. "Take her to the infirmary give her something to calm her down then take her home." She turned back to the woman. "It's going to be ok." She tried her best to look reassuring, but Lilly wasn't the comforting type, and it was saying a lot about the state of things when she was the one instilling hope in the masses.  
"Where the fuck is Andrea when you need her…"  
Jones helped the woman up and guided/forced her toward the infirmary. Lilly watched them for a moment before turning to Martinez. "This is a fucking disaster." She put her hands on her hips frustrated.  
"Tell me about it." Martinez said shifting his rifle. They were standing guard outside the Governor's home. Most of the battle ready people were parked outside, in case of Michonne, Darryl, or a hysterical mother with a dead son decided to show up.  
"I'm going in to talk to him." Lilly said before Martinez stopped her.  
"Lills… that might not be such a hot idea." Martinez stood in front of her. "You saw what he did to Merle."  
________________________________________  
Yeah in a manner of speaking she did. They had gotten ambushed, as predicted and ignored by Lilly. Nearly their entire unit, all by one man. Amid the chaos and the biters, she'd seen the Governor yank Merle into the building. A short time later she heard a gunshot and saw the Governor emerge. The end to Merle Dixon or so she thought. She'd been pissed. He'd been shooting at them as if… as if these people weren't friends before all this shit started.  
The Governor had called out to her, but she didn't listen when she walked inside she saw why he didn't want her to go in. Merle lay on the ground, beaten his back bent back too far, a gunshot to the chest. It was that final detail that stuck with Lilly. She pulled out her handgun and aimed at his head before she heard the cock of gun from her left.  
"Put the gun down, Lilly." The Governor's voice said coldly.  
She didn't take her eyes off Merle. "He'll come back. I'm just tidying up."  
"I know he will."  
Lilly's head shot in the Governor's direction. He looked even more intimidating now that he'd lost the eye, but she could see he would have no problem gunning her down. "Let his brother take care of it."  
"You can't be serious." She said almost breathless.  
"He betrayed us Lilly, all of us."  
Lilly felt her heart sink. She remembered back to the night they were attacked. The Governor gave Merle to the mob. The man they worshiped and cheered days earlier was now the man they wanted dead, Blood thirty turncoats. Her head was spinning. The Governor forced Merle to kill his brother to stay in the fold. She wondered if it was true. If Merle had found a way to contact him and was planning on taking Woodbury. Everything happened so fast. The lasting thing she remembered was her disgust at the sound of the crowd, her helplessness. Merle looking in horror at his brother then spotting her in the crowd and blowing her a kiss. Before she knew it they were back to back fighting Martinez and the other people she could loosely call friends. She'd have joined in the fray too if she knew who's side she was on.  
It was only after the smoke cleared, literally, that she became aware of everything. Michonne, Darryl, the prison, the Governor's eye and Penny. It was the last part that had been what she focused on, the part that let her know things would never be the same. None of this was fair, but Lilly didn't deal in fair she was concerned with the practical. "We killed his brother, we leave him a walker brother in Merle's place." She locked eyes with the Governor. "There'll be hell to pay."  
"We're fighting a war," The Governor said coldly and to Lilly's surprise putting the gun down. "Or did you forget about the men he just killed?" He slowly walked over to her and lowered her hand holding the gun. "We need to send them a message. You can't let this get personal." He tried to take the gun out of her hand but she held tight then holstered it.  
She bitterly chuckled. "Don't kid yourself, Phil." She glared up at him. "All this is, is personal." She walked past him and into the passenger side of one of the jeeps.  
________________________________________  
"He's…" Martinez began shaking his head.  
"Out of his fucking mind, yeah I noticed." Lilly rubbed her face anxiously.  
"He might kill you if you walk in there now." Martinez's brow pulled up at the center in concern.  
Lilly smirked. "Look at you worrying about lil ol me."  
"I wouldn't have anyone to nag me if you kicked it." Martinez said returning a weary smile.  
Lilly looked down for a moment. "We're all dead tomorrow anyway."  
They were both still for a few minutes.  
"Keep watch. Wound if you have to but don't kill. The last thing we need is a biter outbreak, we're also going to need all the cannon fodder we've got."  
Martinez looked down at his feet visibly chilled by what she said. Lilly sighed cursed under her breath then walked inside.  
Lilly knocked on the door to the Governor's apartment. There was no answer. "Sir?" She called but still heard nothing. She wet her lips her face pained. "Philip, let me in."  
"I'm busy Lilly." She heard in a low voice.  
"Don't care I'm coming in." Lilly cautiously opened the door. Inside it was a mess papers everywhere and a myriad of weapons and tools, some practical other simply terrifying. She slowly walked in navigating her way around the debris. She looked around but the Governor was nowhere in sight.  
"Philip?" She called out.  
"I said… I'm… busy."  
Lilly walked toward the room she'd avoided for so long. The door was open and sitting there inside was the Governor. He leered foggy eyed at the tanks nursing a glass of scotch. He looked like a man Lilly had never seen before. His hair was amiss, he had a five o'clock shadow. His black button down shirt was wrinkled the first four buttons were undone and he was gripping the glass so tightly she was certain it would break at any moment.  
Suddenly his head shot to look at her. "Didn't you hear me?!" Lilly jumped. She could see from the dark circle under his one good eye that he hadn't slept in days.  
"People are concerned about you. They think you're losing your grip." Lilly paused. "I'm one of them."  
He chuckled musing into his glass. "Losing faith in me are we, Lilly?" He stood up with a frighteningly bright smile. "How about a drink." He said as he brushed past her to the liquor cabinet.  
"I'm fine, thank you." Lilly said following him as he grabbed the bottle and walked over to the round table.  
He leered down at her. "I didn't know I was asking." He said coldly slamming a glass down on the table. "Sit down." When she didn't move he advanced until he was only inches from her. "sit… down." He voice low and terrifying.  
Lilly complied never taking her eyes off him. He glared at her for a long time then began to pour but the scotch missed the glass. Lilly's hand shot over moving the glass to catch the rest of the scotch. Her stomach was a knot. She inhaled sharply as she closed her eyes.  
"I lose more scotch that way." He said with a soft bitter chuckle as he sat down next to her. "Sorry depth perception isn't what it used to be." He smiled gesturing back and forth with his two fingers at his eyes. He may have been smiling but there was nothing comforting about it. In fact Lilly was certain he was doing it to make her feel uncomfortable.  
He looked at her calmly knowing she couldn't meet his eyes. "Now ask me again to hold off on the attack."  
She glared at him. "Hold off on the attack." For a moment she wondered if he'd done it on purpose, but he'd never openly show weakness unless he could use it against her. It upset her but it didn't make her think he was any less dangerous, it sure as hell didn't make her pity him.  
He laughed. "Ah that's my girl. Lilly, my lovely loyal Lilly." He reached out to touch her face but she turned away. He frowned. "You're not drinking."  
"I said I didn't want it." She bit out.  
"Drink it!" He commanded.  
Lilly's jaw tighten. She grabbed the glass and downed the shot in one go before slamming the glass back down on the table.  
The Governor watched her with smug satisfaction as he sipped from his glass.  
Lilly coughed a bit when the scotch hit her stomach. She dabbed the scotch that had spilled on the table. "Loyal… You've questioned everyone's loyalty but mine. Merle, Andrea, Milton, never me though… why?"  
"It's hard to lose someone's trust if you've never had it."  
Lilly smirked. "Amen." He was about to pour her another glass when she held up a hand stopping him. "May I?" He laughed silently before gesturing with his hand for her to proceed. She stood up and poured herself a glass, but didn't sit back down rather she leaned on the table. "Did you always solve your problems with alcohol before the world ended?"  
He laughed. "It never solved anything," he took a sip. "but it did help."  
Lilly stared into her glass. "This continues much longer it's only a matter of time before insurgency gets the better of people. Someone will try to take power over this place." He was silent so she continued. "Do you even care? Are you so dead set on vengeance that you'll let this whole place crumble?"  
He glared up at her. "We've lost men Lilly, Haley, Ben. None of that matters to you?"  
"That isn't what this about." She bit out. "You could have just raided the prison before. Why didn't you?"  
"Andrea felt it could be resolved peacefully. I agreed." He said casually.  
Lily scowled. "Bullshit."  
The Governor made a small laugh and grinned at her.  
Her scowl deepened. "Just like that negotiation."  
"That what Martinez said?"  
"Didn't need to." Lilly could feel the tension building in her body. She'd have to keep her cool in this, something she was never very good at. "I wanted her dead from the beginning… and I want her dead now." Lilly said softly. "That won't be enough for you will it?"  
"I was very attached to my eye, Lilly." He finished his glass and was about to pour another when Lilly grabbed the bottle. She poured some scotch in his glass. She handed it to him but pulled back when he reached for it. "But not as much as you were to Penny." She said sympathetically handing the glass to him.  
The Governor took the glass stared at it for a moment calmly before throwing and smashing it against the wall.  
Lilly almost jumped out of her skin. Knowing that Penny was gone meant that Woodbury would go with her. Lilly had long ago realized this place, everything the Governor had ever done, good or bad, had been atonement. A way of making up for daughter he could never save. The town with its false sense of safety, the belief in a cure, it was all of a way of building a kingdom for his little princess when she came back. This time he'd do it right. The only problem was there was no this time. Penny was already dead, and had been well before Michonne got to her.  
Lilly stood there trying to steady her breath. She looked at the wall where the glass shattered into a million pieces. "You get her, you kill most of us doing it, you torture her, for a month, a few years? Then what?" No need to say which her she meant. They both knew. "The pain will still be there when all of this crumbles, when it isn't enough, when you decide to take it out on the cowboy for the daughter and son you don't think he deserves." Her eyes ticked to him. "If that part hasn't started already."  
The Governor stared back at her brutal almost inhuman, his head cast down, the one eye looking up at her dark and mad. "Do you know how I feel Lilly? You've been through it all before. The tragic leader, watching your father die? You've never lost a child, you don't know what pain is."  
"I've lost all my children." Lilly said coldly. "I never wanted any before all of this. I caught myself thinking of names the other day. Clementine, I'd name my daughter Clementine. Then I realized I'll kill myself before bringing a child into a world like this."  
The Governor tilted his head down covering his eyes with his hand. Lilly moved closer but didn't look at him. "I watched my father die, but I only had to do it once." She felt his arms snake around her torso as he buried his face into her belly. They were slinking along her back beneath her tank top making her whole body grow rigid. She was just about to force him away or try to when she felt him trembling next to her. Lilly's body relaxed and she rested her hand on his head gently running her fingers through his hair. She could hear and feel his muffled sobs as she stared off into space. She thought about her life, her dad, the Governor, the switch knife she'd concealed in her back pocket, the quick clean kill wound it would make in the back of his neck, Andrea, Milton, Merle, Penny, Clem, Caesar, and… Woodbury. "It was nice while it lasted"  
"Stay." She heard the Governor say as he lifted his head to look at her. "Tonight," His lone eye was red rimmed and tired. "Please Penny just stay here for the night."  
Lilly looked down at him certain she'd cry, but she didn't. She probably couldn't anymore. She didn't know whether he realized what he said or he didn't, but it didn't matter. She nodded and managed the best smile she could. "Okay."  
She walked with him over to the bed and lay down with him. Nothing happened that she was quietly dreading would happen instead for probably the first time in a while he fell asleep. She lay down next to him watching him as he slept, knowing that tomorrow by her hand or someone else's Philip Blake would be seeing his daughter again.  
________________________________________  
Clementine  
The bus pulled into the prison. Slowly the former citizens of Woodbury walked out. The last of which was Lilly followed by Michonne who eyed her in silence the entire trip. Lilly surveyed the lay out, it reminded her of the motor inn in a strange way. Makeshift fortified, part of her wanted to turn around and just walk back, but it wasn't like she had a choice about this. She glanced back at Michonne feeling her eyes burning through her back. This was delightful, she couldn't wait until she saw Glenn.  
She looked up at the massive gray structure oppressive, cold, dirty. Never in a million years did she think she'd miss the plastic suburban cut out of Woodbury. She felt herself becoming light headed, the sun seemed oppressively bright. Everything started to fade as she fainted into darkness.  
________________________________________  
Lilly was awakened by the sun shining in through the window. She woke up in the Governor's bed, alone. She sat up straight, her head darting around. She moved and felt the crunch of a piece of paper beside her. Lilly jumped out of bed quickly scanning the letter. She cursed and went darting out the door. The letter fell crumped to the floor written on it were just two words "Trust me"  
Lilly ran outside. There were no jeeps, no cars, no people. She ran her hands through her dark hair trying not to start screaming. She spun around and punched the door of the apartment complex almost breaking her hand. She fell to knees smacking her hands on the ground. She'd missed her window, on the field friendly fire, if a bullet hit the Governor, none of the Woodbury morons would know where it came from. If she had done it last night though, Martinez or anyone else who saw her go in would have killed her, still it was better than taking the risk of him surviving. She couldn't let him live, not now.  
"Hey!" Lilly looked up when she heard a voice. Tyreese and… what's-her-name, were walking by the wall. They'd never been formally introduced, but she assumed the tall meaty guy was Tyreese. He didn't have a face she recognized but she'd heard the Governor's paranoia about a newbie named Tyreese. There was also a willowy young woman with him holding a rifle that looked bigger than her.  
Tyreese ran over to Lilly. "Hey," he said winded. He was just about to speak when Lilly cut him off.  
"Have they gone?" She said doing little to hide her dread.  
He nodded. "Yeah, I thought every able body was with them."  
"I overslept." She replied dryly. "What the hell are you doing here then?"  
Tyreese seemed taken aback by her directness. "We… didn't feel right fighting people so we offered to stay behind to guard the children and elderly."  
Lilly's brow knit. "He let you?"  
"Why not?" Tyreese asked back becoming annoyed with being interrogated.  
"Uh nothing. It makes sense, really it does. It's just… it's going to be a big fight." Lilly was trying her best to calm her panic but it wasn't working. "I should be there now, How long ago did they leave?"  
"About an hour."  
"It might already be over and done with by now." She said softly to herself. "There any vehicles left?"  
"Whoa wait you're not planning on going after them." Tyreese said stepping in front of her.  
"Listen I… this isn't how this was supposed to happen I should be there now!" Lilly didn't want to raise her voice but she was frustrated. Nothing about this as going according to plan.  
"Well begging your pardon miss-"  
"Lilly" She held out her hand giving him a shockingly firm handshake before her hands returned to her hips. "We haven't met officially have we?"  
"No but I've seen you around you're like one of the Governor's commanders right? I'm Tyreese"  
"Something like that. Nice to meet you."  
"That's Sasha." He gestured with his shoulder to the scrawny girl standing near the wall watching them. Lilly nodded. Normally, she would have been assigned to shadow the two, but it appeared that it had slipped the Governor's mind.  
"Listen Lilly I don't want to tell you what to do-"  
"but you'll try." Lilly said with a with a faint smile.  
"The Governor was pretty damn adamant that everyone who could fight should, we requested to stay behind. If he didn't tell you to go maybe he wanted to make sure you stayed here."  
"I'll bet." Lilly looked off her heart pounding in her chest. Waiting until Daddy came home from the slaughter wasn't an appealing idea, and Tyreese had brought up an idea that hadn't crossed her mind. Maybe the Governor suspected what she was up to all along. Maybe when the prison was taken care of she'd be next. Lilly brought a hand to her head swaying a bit.  
"Hey are you alright?" Tyreese said reaching a hand to catch Lilly if she fell.  
"Yeah, I'm fine just… a bit overwhelmed." Lilly shook her head and thought for a minute. Going to the prison was a bad idea. Driving into a fire fight could get her killed by either side. She could run but really where to? She had already made peace with the fact that her time at Woodbury was done. She'd gather what she needed, wait for him to come back kill him the second an opportunity presented itself, then hightail it out of there before Martinez or any the others could find her. Part of her hoped they'd take her out too, before she had to see who the inevitable new Governor would be.  
"What are you doing now?" Lilly asked.  
"Just checking the walls right now." Tyreese said turning to where Sasha had been but she had moved on.  
"Well two sets of eyes are good three would be better. I'll help you keep an eye on things until they return." Lilly said smiling up at Tyreese who gave a nod and smile back. "Just give me a moment there are a few things I need to take care of."  
"No problem" he said before walking back to the wall.  
Lilly went back inside the Governor's apartment and hid all of the weapons stashed inside, or at least put them in places he wouldn't think to look. She was just about to leave for the infirmary then the armory when she walked past a picture of the Governor, his wife, and Penny. She looked at it for a moment before removing the picture from the frame. She held it in her hands for a moment, looking at the pleasant scene. They family as it should have been. She blinked back a few tears before folding the picture and stuffing it in her pocket. She knew that out of all the supplies she'd need that most of all.  
________________________________________  
Nightfall came and not a single person returned. Lilly was starting to feel that awful knot in her stomach again.  
"Saw a few biters near the east wall. Took care of 'em Sasha's holding down the fort with the others." Tyreese said as he walked up to the wall where Lilly sat eyes locked on the road. "still no sign of them?"  
"Nothing." Lilly said evenly without looking at him.  
Tyreese sighed and shifted uncomfortably. "You think something went wrong?"  
"No… I mean yes I think something had defiantly gone wrong but… this is just… strange. If the battle was turning south someone would have deserted."  
"What makes you say that?" Tyreese said almost offended at her lack of faith.  
"They're civilians not soldiers," Lilly glanced down at Tyreese, sarcasm in her face but not her tone. "Hell so are you and Sasha that's why you stayed behind. Getting shot at watching people die, most normal people turn tail and run, but it been a long time and I haven't seen a single one."  
"Maybe people aren't as chicken shit as you think." Tyreese said with a frown.  
"Maybe," Lilly turned her eyes back to the road. "or maybe something a lot worse happened."  
________________________________________  
Lilly awoke groggily with a splitting pain at the back of her skull. "dammit not this shit again…" She groaned.  
An old man with a snow white beard was sitting beside her taking her blood pressure. She looked directed above her head and saw she was in one of the cell bunk beds. Behind the man stood Michonne scowling deep glaring at her Lilly undaunted glared back.  
"Had quite a tumble." Said the old man. "ya blood pressure's low when's the last time you ate?"  
"Not that long ago." Lilly said softly. "Dr. Hershel Greene I presume. " Lilly said with a weak smile. "Andrea told me about you."  
He and Michonne exchanged looks. He looked back at Lilly and pat her arm. "Just rest for a bit." He picked up his crutches and walked out. Michonne didn't move she just kept leering at Lilly.  
Lilly stopped scowling wondering if Michonne had told the other about her. It didn't make much difference if she did. "my, my if only looks could kill ay Michonne?"  
Michonne stood up from the wall she was leaning on and walked out.  
Lilly was just about to hunt for her gun, but figured what was the use, she knew they took it.  
________________________________________  
"Then… he's still alive?" Lilly said closing her eyes to let Karen's word sink in. She had known Karen briefly when she was assigned to keep the Woodburians on a rifle training schedule. The woman wasn't a bad shot for a gossip girl wannbe. "Him, Martinez and Jones just took off."  
"He'll come back here." She said coldly.  
"What do we do?" Karen asked smally.  
Lilly froze and rubbed her head thinking. "We can't stay here."  
"Rick said… we should go to the prison. I said I'd have to talk to you." When Lilly was silent Karen continued. "Lilly you didn't see what he did… he just…" her eyes welled up. "the only reason I got away is because Frank was lying dead on me.  
Karen began to sob. Lilly rolled her eyes and patted her on the shoulder.  
"The prison huh?" Lilly said thinking it over.  
"i-it would be s-safe." Karen said with a few sobs.  
Lilly was getting annoyed. "Look suck it up. I can't understand a word you're saying."  
Karen looked at her shocked. "You didn't see what he-"  
"Yes I have. He mowed you all down like cattle because you didn't do what he said and he knew none of you had the balls to fire back."  
Karen was stunned. Lilly had been like this before too, always barking orders in their ears. Chastising anyone who messed up or wasn't fast enough. It was like she had no feeling or compassion at all. The Governor had gently coaxed them along he even help Karen aim. "remember bend the elbows" He'd whispered in her ear making her blush as he held the gun with her. She shot the target and he said good job. It was like she had received approval from God, she could feel all of the envious and impressed looks from the others on the range. Though, in hindsight given the choice between the two of them, Karen begrudgingly preferred Lilly.  
"None of that matters now" She said softly. "Woodbury takes more people than we have to run it, and the Governor knows every inch of it." Lilly felt sick and trapped but she mentally forced it away, then kicked over a table in rage. She was out of options and the only people she had to turn to were the people she'd spent the last few months trying to kill. Lilly couldn't help but laugh at the irony of it  
________________________________________  
Lilly lay on the bunk bed staring up at the top one in what she assumed would be her cell. She felt a pair of eyes staring at her.  
She looked over and saw Glenn standing near the entrance. "small world. I'm surprised you came."  
"I'm surprised they let me. You do know Michonne was with them right?" Lilly went back to staring at the top bunk.  
"She hasn't mentioned you," Glenn paused. "but I did."  
Lilly sat up and inspected him up and down. "So I'm the Nazi being tried for my war crimes hm? If you're waiting for apology you're shit out of luck."  
"If you think an apology is enough you're sicker than him!" Glenn bit out.  
Lilly turned her head angrily. She pulled a leg up on the bunk and asked what she desperately didn't want to know. "Did he…. The Governor did he…" Lilly felt like an ass because she couldn't even say it. She couldn't even say that she had giftwrapped a girl to be raped like a lamb for the slaughter.  
Glenn glared at her coldly for a moment before looking away. "No… He just wanted her to know he could." Glenn's face contorted in rage. "You knew he would though, didn't you?"  
Lilly's head shot up to look at him her eyes shining wet. "No" She said with a cold and solid tone. Her brow knit in pain and she looked down. "But I knew someone might if it were necessary."  
"Necessary?! When the fuck would that ever be necessary?!" He screamed at her.  
"When you didn't talk after you were beaten and nearly eaten by a walker that's when!" She barked back. She sighed. "You always break. It's not like in the movies. People assume that they break or they die." She looked him in the eyes. "That's not the way it works you always break. And the longer it takes, the more you lose, but you always break. They won't let you die until you do."  
"You expect me to forgive you for that? You were just following orders." He bit out sarcastically.  
"I wasn't just following orders." Her eyes were still locked with his. "If I had been running the show I'd have killed you both then me and a group would have come here and wiped the rest of you out. And if it took having someone raping and killing your girlfriend to do it I wouldn't hesitate for a second."  
Glenn was stunned by her hardness, the sheer ice in her veins. He tried to think of something to say, something to call her, nothing even came close.  
She looked her eyes both pained and hard. "You've come a long way kid, but you've still have a lot to learn about the way this world works. This place was a threat to our survival, and surviving is all you have. I wouldn't have enjoyed it the way he did, and the fact that it happened when it I knew it wasn't necessary is something I have to live with, knowing I should have stopped it. But if that's what it took, if that's what it takes Glenn," She stood up. "You can't hesitate, not if you want to live and sure as hell not if you want others to live." She walked past him before turning. "And as far as you're forgiveness goes you and it can go to hell." With that Lilly walked out of the cell.  
________________________________________  
Lilly stared out at the prison yard still full of walkers. She was up on the catwalk feeling the cool evening away from the smells of old blood new blood, rot and death that permeated this place. Lilly tilted her head down. "I just can't get a break tonight can I?"  
Lilly looked over at Michonne who was standing at the far end looking at her calmly. "Andrea's dead."  
Lilly looked down. "Yeah, figured as much." She glanced at Michonne. "You could have killed me back at Woodbury." Lilly said looking back out at the prison yard interlacing her fingers through the fence.  
"So could you, well before that." Michonne shifted her rifle to her other shoulder and stood beside Lilly.  
"I wanted to." Lilly said with a smirk. "If the trade had happened I'd have shot you in the head before the Governor even got close to you."  
"That supposed to be your idea of mercy?" Michonne smirked back.  
"Much as I could spare. You were a danger, but putting everyone's life at risk just for some psychotic mission of vengeance was not just petty it was stupid." Lilly sighed. "I'd have shot and killed you then been tortured or killed for being a traitor, but then Merle surprises us." She shook her head with a smile. "Killed eight men he fought beside for over a year, never could predict what the son of a bitch was going to do."  
"But not you, I noticed." Michonne looked over studying Lilly.  
"We both saw the Governor for what he was from the start." Lilly's face twisted as though she were going to cry. "I was planning on dying here today. Killing him then…" She smacked her hand against the fence. "How did everything get so fucked?"  
"Why weren't you with them?"  
Lilly laughed. "I overslept."  
"Why were you planning on dying?" Michonne made a coy smile tilting her head down. "Don't tell me you were actually starting to feel guilt for all the shit you've done."  
Lilly looked at Michonne unimpressed. "Hardly, I don't feel guilt for knowing how to survive." She went back to glaring at the prison yard wondering if she'd recognize any of the walkers in it. "Instead I end up here. My head is still spinning. I should have just stayed behind by myself waited for him then popped him off."  
"Then why didn't you?" Michonne asked softly.  
A long silence passed between the two women Lilly thought Michonne had walked away until she spoke. "Know what the last thing she said was? Andrea, the last thing she said was… she was happy I found them because no one can make it alone now."  
"Alone is fine, thing of it is," She turned to Michonne her eyes shining wet touching a hand to her stomach. "I'm not alone."  
Michonne looked at Lilly's hand then at Lilly who hit her head against the fence. "Is it his?"  
Lilly nodded.  
"Does he know?" Michonne was becoming on edge.  
"Thank god no." Lilly said with a laugh tears now rolling down her cheeks. "If he did… there would be no place on earth I could run to. That's why I was planning on dying today and taking him with me. What could two people like us bring into this world? Not child who grows up in fear, worse one that can kill without feeling anything." Lilly scowled thoughtfully, as though her face wasn't soaking wet. "You'd never think it in a world like this. In a world full of monsters the hardest thing to do is staying a human being."  
Michonne was silent. "We can protect you here."  
Lilly laughed again. "Can isn't the issue why is."  
"Because you're not alone." Michonne said leaning on the fence.  
Lilly smiled at her. "I'm glad you survived. I had a feeling you would."  
Michonne stood up and began walking back inside. She turned back to Lilly one last time. "Have you thought of a name?"  
Lilly wiped her face and smiled. "Clementine."  
"Then for Clementine's sake, not yours, you might want to hold off on whatever you were planning." Michonne paused. "The Governor will be coming, not for you, but for me." Michonne walked back inside.  
It was true when the Governor went back and saw everyone gone. It was only a matter of time, and he'd still come for Michonne. "and I'll be waiting"  
________________________________________  
The Governor stood near his bed reading a piece of paper. "No sign of them." The Governor said looking up and staring ahead when he heard Martinez enter.  
"No, no bodies either. The town is deserted it's like-"  
"She just took everyone and left."  
"Who?" Martinez asked.  
"Lilly," he said glaring down at the note. "My lovely loyal Lilly." On the front of the paper was written "Trust me" on the back in Lilly's handwriting was one word "no"  
The Governor tore the paper to pieces and threw it in the trash.  
________________________________________

________________________________________  
Rick  
Rick walked around the cell block. The Woodburians seemed to be settling in pretty well all things considered. Still he wanted to keep an eye on them, some more than others. Rick felt a pair of eyes stalking his movements. It wasn't Carl, though he knew his son had been watching him with quiet distain ever since the bus had showed up. He knew he'd have to deal with it at some point, also Hershel's revelation. The idea that his son could be heading down such a dark path right under his nose was something Rick wasn't sure how to acknowledge yet. The other set of eyes he found belonged to a woman who had been standing outside one of the cells. She stuck out in his mind because not long after she had got off the bus she had promptly fainted.  
"Well the prison ain't no Woodbury, but that was a bit harsh." Sure as hell wasn't what he expected of the Governor's second in command. She moved slowly down the stairs her dark eyes locked with his. Her body was petite but muscular and she didn't move like a petite woman either. There was something slightly menacing about watching her walk down the stairs toward him, not unlike the Governor, lethal and brutal beneath a calm surface.  
"You're the cowboy then?" She said with a slight smile. "or Sheriff rather."  
"or Rick rather." Rick said returning her condescending tone.  
She studied him for a moment before she began walking outside. Rick followed her amazed slightly that she had demanded an audience with him without even uttering a word. The second in command rank was starting to make more sense now.  
Rick walked out into the sun and the dark haired woman stood facing the prison yard her arms folded. He walked up beside her watching as she scanned the area with her eyes. "And you're the Governor's… commander?"  
"Something like that." She smirked looking at him. "You talked to Karen. It's Lilly."  
Rick bit his lips trying not to laugh, he already knew her name from Karen, but still hearing her say it was just too much.  
"Yeah, yeah I know." Lilly sighed rolling her eyes. "Listen I'm sure if my parents knew I was going to be working for the dictator of the apocalypse they'd have named me something tougher like Rose, or Daisy."  
"Dictator?" Rick said glancing at her squinting in the sunlight. "That's strange coming from someone who's supposed to be the Governor's second in command."  
"I'm only second in command because I'm the only one he hasn't killed." Lilly said flatly. "You could have killed me back in Woodbury. Instead you let me come here." Her dark eyes ticked over to him. "You think that was wise?"  
Rick tucked his thumbs into his belt. "You could have stayed in Woodbury instead you came here. You think that was wise? You must have known Karen would tell me who you were. You weren't with the group that attacked us the other day."  
"I was planning on it. I overslept." Lilly said dryly.  
"Then you come here all but tellin' me that I should have killed you." Rick paused examining the woman's blank expression. "Seems like you got a bit of a death wish."  
Lilly's eyes darted over to Rick and a small smile crossed her lips. "You talked to Michonne."  
Rick felt like he was approaching a wild animal. Maybe she was right, maybe he should kill her, but that wasn't Rick's way. There was no doubt that she had been more to the Governor than just a soldier, or the one stuck as second in command. There was something about the cold and tactical way she was even carrying on this little conversation that was just like the Governor. "No, but I talked to Glenn,"  
Her face twitched when he said Glenn's name.  
"and Karen." He paused as he wet his lips. "and Dr. Stevens."  
Lilly turned her head to look at him her body visibly tensed. She inhaled slowly then looked out into the prison yard. "He won't stop, you know." She said softly.  
"We can protect you here." Rick said with genuine concern.  
Lilly laughed bitterly. "I appreciate that sheriff, but it ain't me I'm worried about." Her eyes were still locked on the horizon searchingly. "He won't relay on a bunch of Woodburians next time. He'll come with soldiers and when he does, he'll come for your children."  
Rick didn't know how to respond. Since this whole mess began, he knew he'd have to take the Governor out. Andrea, Maggie, Glenn, Michonne, Daryl, even Merle. The man had too much blood on his hands, but the idea that he'd target Carl and Judith sent a chill down his spine.  
"He'll come for them because he was a father too. Michonne killed his daughter."  
Rick's attention shot over to Lilly. "What?!"  
"What was left of her. Penny, she'd turned. He… kept her in a cage hoping… for what I really don't know."  
Again Rick was speechless. His mind raced with thoughts of Carl, Judith, Sophia and the nightmares he never talked about. Carl becoming a walker and Rick having to put him down.  
Lilly looked over at him. "You see now? You see now why he'll come for you?" She sighed her eyes shining wet but she didn't cry. "I knew what he was; I knew the monster that he was. That was on me, but I won't let an innocent child become a monster not like a biter and not like him."  
Rick wasn't sure if he was still breathing. He was still reeling from this bit of news. He shook his head. "You said he'll bring soldiers."  
"There are ways… We kept a lot from the good people of Woodbury." Lilly's eyes cleared and her gaze set on Rick. "That's why I came. I'll tell you what I know and you keep my child safe from him."  
Rick eyed her carefully. Come to think of it, it wasn't beyond the Governor to send a Trojan horse. "After everything you said how do I know I can trust you."  
"You can't." She turned toward him and put her hands on her hips. "You'll just have to focus on the facts. The Governor is insane, homicidal, still alive, and after you. And I" she held her hands up taking a step back. "am low on options."  
Rick chuckled despite himself. He took his one hand out from his belt and extended it toward her.  
Lilly looked down at it skeptically. "How do I know I can trust you Sheriff?"  
Rick's face turned hard as his blues eyes locked with hers. "Because I'm not like him."  
Lilly eyed him up and down. "No, you're not." She said softly. She took his hand and shook it firmly.  
Michonne  
Michonne walked through the cell block for a moment before she sensed Rick walking beside her. "You sure it was a good idea bringing them here?" She said without looking at him as they made their way to the catwalk.  
"Too late now if it wasn't." Rick sighed rubbing his hand in his stubble.  
"Having those extra mouths to feed might be a problem." She folded her arms and leaned against the chain link fence.  
"No as much as leaving people to die." He stood in front of her and paused. She wondered how he did it sometimes. Carrying that burden, alone most of the time. She could swear his shoulders sagged a bit from the weight of everything he took on.  
"How are you coping… with Andrea?" His blue eyes looked lighter in the sunlight as they looked at Michonne; she felt they were looking straight into her soul.  
She turned not wanting to look him in the eye anymore. "I'm coping," She said softly. She'd been trying not to think of Andrea, but it was impossible not to. Michonne had spent so long hating her for what she did. It hurt; it broke her heart that Andrea would rather believe the lies of the Governor than the truth of her friend. One handsome face, a few polite words, and she was gone, as though they hadn't spent the whole winter keeping each other alive. Michonne knew it wasn't like that, she knew it wasn't the Governor so much as the normality Woodbury promised that seduced Andrea, but knowing that hurt just as much. Andrea died trying to save all of those useless people and they didn't know or care. "I'll find closure when he's dead."  
Rick's brow furrowed. "Lilly told me… you put his daughter down."  
"She was a walker." Michonne bit out.  
"That isn't the point." He clinched his fists before calming himself. "Listen are you apart of this group or not?"  
Michonne was silent wondering the same question to herself.  
"If you are then you have to be straight with us so we can protect you."  
Michonne stood up from the fence getting in his face. "I don't need protecting."  
Rick took a step back hand on his belt. "Yeah I can see that." He said acting sarcastically impressed. "Just because you can do things alone doesn't mean you need to."  
Michonne wasn't taken aback by what he said so much as the way he said it, as though he was genuinely concerned for her. She decided to change the subject to something she was meaning to be straight about with Rick anyway. "Lilly's pregnant."  
Rick sighed leaning his head on the fence. "I know."  
"It's the Governor's."  
"I know that too."  
Michonne raised her eyebrows. "You don't think that'll make us a target?"  
Rick half smiled at her. "Wouldn't be the only thing." He stopped resting his head on the fence. When he rose up there was a red mark on her forehead where it had been resting on the fence. Michonne tilted her head down so he couldn't see her smile. "She'll be just as safe here as anywhere."  
"Yeah, but do you think someone who was that close to the Governor is someone we can trust?"  
"Andrea was that close."  
Michonne felt enraged with that but it only lasted a second. "She didn't see him for what he was." Her brow creased. "Lilly did."  
"Having a kid changes you, makes you see things differently."  
Michonne smirked. "Don't expect any miracles I think a cat would be a better mother than she would."  
"She said she doesn't want her child to end up like the Governor and I believe her." Rick looked distant for a moment. "No one wants to see their child grow cold." He said softly.  
"Carl?"  
"Yeah…" Rick rubbed his jaw. "Killing can't always be the answer, but it's real hard to show him that with things as they are."  
Michonne put a hand on his shoulder. "Have faith in him, he's strong," she smiled. "And he comes from good stock." For a moment they looked each other in the eyes again. Michonne pulled her hand away glancing up at the sky. "It's going to be dark soon. I'll take one last sweep to make sure everything is secure."  
"uh yeah thanks." Rick said a little awkwardly. "Oh and for the time being, it might be better if we don't tell the others who the father of Lilly's baby is."  
"Oh so I gotta be straight with all of you but she can be as crooked as she pleases." Michonne said with a smile.  
"That's not it. I just don't want people starting to vote on kicking out a pregnant woman."  
Michonne rolled her eyes. "Whatever you say." She turned and walked away. Michonne was near the entrance of the catwalk when she paused and turned back. "I am."  
Rick looked at her confused for a moment.  
"I am a part of this group."  
________________________________________  
Lilly  
Lilly walked along the catwalk of the prison. The snow gently fell around her, but she didn't feel the cold despite the fact she was wearing nothing but a long white nightgown. She touched her stomach which had become bulbous with the life she cared inside it. She ran her hands along the chain link fence staring out at the prison yard and the forest beyond. There were no walkers, just the blissful quiet of white virgin snow. A hand slide on top of hers, interweaving her fingers into the fence. The warmth of his body pressed against her back as another hand met her stroking her stomach.  
"How far along?" He leaned down and whispered in her ear.  
"Nine months," She said softly with a smirk. "She'll be here soon."  
"What are you going to do then?" The Governor asked as he turned Lilly to face him. He stood tall, strong, and secure. His eyes stared down at her, unharmed perfect blue with perfect warmth.  
His hand holding hers reached to stroke her face. "I haven't thought about that." She said softly.  
"I'll want to see her." His fingers touching her stomach began pressing harder and harder until it began to hurt. Blood began to seep through the white satin of her gown where his fingers pressed against her stomach. When she looked up his skin gray and rotting the eye patch holding his face together, his mouth red and bloody. "I'll want to see you Lilly."  
Lilly screamed. She thrashed trying to get away, but his hand gripped around her throat the other one digging deeper into her belly. She latched onto his forearm trying to make him stop, but she couldn't she could feel him tearing her baby out of her. She screamed louder hoping someone would hear her, hoping someone would help her.  
"Why would they save you?" He growled reading her thoughts.  
Lilly fell to the ground still screaming. The snow became red, everything became red.  
________________________________________  
"Lilly! Lilly wake up!" Michonne was violently shaking her.  
Lilly's head cleared and she groped at her stomach which was still intact. Only two months had passed since she came here, four months into her pregnancy and she was starting to show a lot more lately.  
Michonne's intense dark eyes looked back at her huffs of smoke drifted out of her mouth as she spoke. "You were screaming in your sleep again."  
Lilly looked around expecting to see the others like before, but instead there was only Carl. He stood by the entrance of the cell, for once not wearing his father's hat, but holding the gun with a silencer. "She alright?"  
"She's fine Carl," Michonne glanced back at him but didn't turn around. "You need to get some sleep you're on watch tomorrow."  
Carl nodded but looked at Lilly as though asking her the same question.  
She smiled. "I'm fine, thank you."  
He nodded then left.  
Lilly rest her head back down reinforcing the blankets around her belly. "He acts like a grown man." She said softly.  
"It's better that he does." Michonne tucked her in a bit before going to check the fire burning in a barrel in the cell.  
"He's what? Thirteen, fourteen?" Michonne was silent as she added some wood to the fire. Lilly watched her. "There isn't even such a thing as childhood anymore is there?" Lilly said mostly to herself.  
Michonne moved back to Lilly. "Are you warm enough?"  
"Are you?" Lilly shot back looking Michonne in the eye. "You don't have keep an eye on me like a fucking nurse maid you know."  
Michonne smiled. There was something really unnerving about that cute little smile of hers. It was probably the cloak and katana that coupled with smile made her look like a giddy assassin. "I don't trust you Lilly." She climbed up to the top bunk. "It isn't your safety I'm concerned about."  
Lilly chuckled silently. Despite being in close contact with someone who could and would kill her at any moment, she was becoming really fond of Michonne. It never failed she always liked people she knew she could trust the least. Lilly rolled over and rubbed her stomach thoughtfully. "When I told you about… I thought you might kill me then and there."  
"Do you wish I had?" Michonne asked from the top bunk.  
Lilly was silent. It would have made things easier, taken the decision out of Lilly's hands. Up until now, there had only been one driving force in Lilly's life, survival. Everything else was secondary. Right, wrong, good, evil, those questions hadn't mattered until now. They might still be insignificant questions, she might raise a child that would learn to be ready to kill the ones it loved, to survive even at the expense of others. One day looking into her child's eyes and explaining how she thought about killing herself rather than letting them be born, or how she killed their father. It was less painful when she didn't have to think about that. "Doesn't matter now." Lilly said finally.  
"Still nothing at Woodbury?" Lilly asked.  
"Belongs to the dead now. There aren't any supplies left either. Maybe a walker got him."  
"Maybe pigs can fly too. Thanks for the encouragement though." She could hear Michonne giggle as she turned over in her bunk. "Feels like the calm before the storm."  
"Enjoy it. It won't last."  
"I'm a soldier, peacetime makes me edgy." Lilly said glaring at the wall.  
Another long silence passed just when Lilly was sure Michonne had fallen asleep she heard her. "The nightmares… are they about him?"  
Of course they were. All her dreams were about him. The disturbing part wasn't just the ones where the Governor was a walker ripping her child out of her stomach, but those alternating with her hormonal wet dreams about him. The way he looked when she'd first known him tall, handsome, enthralling words said in an equally enthralling brogue. She knew it was a lie then too, no one looked that normal and appealing after the end of the world. That had been part of the fun on some level, knowing better than anyone else there was something darker beneath the charming veneer. It wasn't until she saw the tanks and Penny that she realized how dark and how mad he truly was.  
Lilly scowled as she made ready for yet another evening with the Governor. "Goodnight Michonne"  
Daryl  
"….So we are surrounded. Walkers behind us and these nuts jobs in front of us. I mean on a screwed scale we were at least a 'totally fucked'" Lilly let the arrow fly. It hit the target, but not a bulls eye. "Shit." She cursed. She glanced down at Daryl from the hay barrel she was standing on.  
"Don't worry about doing it quick, guide it with your finger if you have to, and don't let go til you feel it." Daryl said looking at the target then up at Lilly on one bent knee. She was coming along quicker than he thought she would. She was a good shot with a gun, but the bow and arrow Daryl was teaching her was a whole new ballgame. She was dressed in jeans combat boots and a grey sweat shirt that covered her huge stomach. She was pretty easy on the eyes if she could stop nagging for five minutes. For being a guest in their prison she sure as hell didn't act like it.  
"Slow down, guide, feel it, got it." She aimed more carefully this time. She let the bow go and it hit the target, still off but only by about two inches this time. She sighed picking up another arrow.  
Daryl looked at the target and shrugged before turning back to Lilly. "So then what happened?"  
Lilly got a huge grin on her face. "Right so I'm counting bullets, Martinez is saying Hail Marys, then Merle asks 'So how many you think are left?" Martinez and I both go, 'twelve.'" Lilly lowered her bow so she could give the story her full attention. "We had only twelve bullets left and there were twelve guys which meant every shot had to take one down, which is easy if you don't have biters on your ass, you know?"  
Daryl grinned. "Yep."  
Lilly set the bow down crouching down holding her hands on her knee. "So Merle is like 'Alright just be ready to shoot.'" She said in her best raspy voiced Merle impression. "Then just goes strolling the fuck out there like it's a day in the park. I was like 'wait, what the fuck?' but nope he was already going. He goes 'Hey, hey, hey. I'd like to introduce ya'll to a friend of mine.'" Lilly stood up holding up her arm pulling her hand into the sleeve of her shirt. "'ya'll see this here? This is Shania. This is my girlfriend I made when I was bored one day.'" Lilly turned looking ahead. "'So lemme ask you a question if I'm willing to do this to me, what the fuck do you I'm going to do to you?' Then one by one all their heads started popping up like daises to get a look at this crazy mother. The second all of them were in view he pulls out a gun and we all started firing" Lilly pointed her finger like she was fanning a pistol. "pow, pow, pow. Then he just comes strolling on back and" She put a finger to her mouth holding in a laugh. "I'll never forget this. He turns and just goes." Lilly turned her back to Daryl then cocked her head around and shrugged. "'What? You girls done doing your makeup? We got shit to do.'"  
Daryl chuckled shaking his head. "That's Merle for ya."  
Lilly chuckled looking off. "That was Merle." Her smile faded. Daryl caught it at the same moment she had. That was Merle. They were both quiet for a moment. Daryl shifted his crossbow on his shoulder a bit. "Com'mon that's enough for one day, it's cold out here."  
Lilly hoped down and for once didn't bitch that he was going easy on her because she was knocked up. She looked at the arrow for a moment. "You know these are makeshift, maybe it's bent."  
"Don't blame it on the arrow." He said pulling it and the bow out of her hand. The two of them started walking back to the prison in silence. All they ever talked about really was Merle, which was fine by him. She didn't seem like the type to tell him her life story that he didn't want to hear, and he sure as hell wasn't the type to share feelings. It was also nice because she was about the only other person who had a kind thing to say about his brother.  
"You two were pretty close huh?" Daryl said working his way toward a question that had been bugging him for some time.  
"Saw a lot of shit together, that'll make anyone close I suppose."  
"But you two were… pretty close. I mean he talked about you sometimes-"  
Lilly stopped dead and looked at Daryl. "It's not his."  
Daryl looked shocked feeling awkward. "Well I mean… you sure?"  
Lilly grinned with mock surprise. "You think any woman would forget a night with Merle Dixon?"  
Daryl looked at his feet regretting bringing this up.  
He heard Lilly chuckle softy. "I'm sure trust me." She began walking again and he quick stepped to catch up to her. "I've been here for over five months and you're only asking me that now?"  
"To be fair," He began. "I only knew you were pregnant a month ago. I just thought you were getting f-" He stopped and looked at her realizing what he was saying.  
Lilly looked at him square in the eye. "Not getting I am fat." She grinned. Daryl felt like he just dodged a bullet. One thing he had noticed about Lilly, apart from the fact that she didn't talk to anyone, was that when she did she was easy to talk to.  
They were silent again until Lilly spoke. "So what did he say? About me I mean."  
"He said you were one cold hard ass bitch."  
Lilly laughed and ducked her head a bit, as though she'd just been complemented on her hair. Merle had also said she was one hot ass bitch, but Daryl thought it might be best to leave that one out.  
"Your brother was something else, Daryl." She said softly. "He knew you were alive, you know. Didn't think, knew you were alive out here somewhere."  
"You think he was full of shit?"  
Lilly shrugged. "Everybody needs their little security blanket to keep them going, but I knew if you were anything like him…" Lilly stopped. "You're not though. You're a lot tougher. He knew that."  
Daryl was quiet not looking at Lilly then he stared at her for a moment.  
She rolled her eyes. "Yes I'm still sure."  
"I didn't-"  
"Look if it were Merle's the pregnancy wouldn't have lasted this long. After two months the kid would have just punched its way out."  
Daryl bent over laughing and Lilly started laughing too. Out of the corner of his eye he saw Carol walk up to the two of them. He calmed down a bit to hear what she had to say.  
"Hey Rick wants to have a talk with you when you get a chance."  
"Yeah," He coughed the last of his laughter out. "I'll be there in a sec."  
Carol nodded looking at him, she gave a wary glance at Lilly before walking back.  
Lilly smiled like a kid with their hand caught in the cookie jar. "Uh-oh better watch myself. Your lady seems like the jealous type."  
"Huh?" Daryl said looking at Lilly confused.  
"You and… uh..um"  
"Carol."  
"Yeah, I mean the two of you are… you know." Lilly gestured between Daryl and where Carol had been standing.  
"No-I mean I know, but we're not-"  
Lilly's brow furrowed. "Really? It just seemed like she-"  
"Like she what?" Daryl said completely baffled by what or where this conversation was leading.  
Lilly paused and looked at him for a moment then shook her head. "Christ you are Merle's brother. Bright guy, but sometimes," She smiled ruffling his hair patronizingly. "Thick as molasses." With that she walked away.  
Daryl smoothed his hair annoyed. "What the hell is that supposed to mean?"  
"Not a damn thing Don Juan. You better go see what the Sheriff wants." She called back before going back inside the prison.  
Daryl stared for a minute still confused. "Don Juan?"  
________________________________________  
Rick  
Rick stared at the walker body that lay face down on the floor of the cell. He sat on the bottom bunk his hand clasp in a prayer fist over his lips. Carl and Michonne stared down at it as well from the entrance of the cell.  
Daryl walked into the cell. "So what's all this about?" He said looking at the walker as he walked past Michonne.  
"We're running low on supplies," Rick said in a weary rasp.  
"Namely food." Michonne said looking at Daryl.  
"No problem few' us will go for a supply run or I'll see if there's something I can hunt down. That all you wanted me for?" He glanced again at the body on the floor. "What's with the biter?"  
"Carl shot it outside." Rick said. "It was on the inside of the fence."  
Daryl gave a Carl a nod. "Nice going"  
Rick stood and turned over the walker. It was or had been a young woman with blonde hair. Most of the flesh was missing from her lower face but on her forehead had been carved the letters 'T-R-A-I-T-O-R'.  
Rick stood back holding his belt and nodding toward the corpse. "This is why we called you."  
"Message from the Governor?" Daryl said coldly.  
"Warning shot more like." Michonne said.  
"We think he means someone from the Woodbury group we just don't know who." Carl looked up at Rick from beneath his hat.  
Michonne and Rick exchanged glances.  
Carl looked back down at the walker. "I think it's Karen."  
"Listen," Rick began with a hand beckoning toward Carl. "We don't know that for certain and nobody's going to start finger pointing until we do." Rick paused. "Carl go make sure no one comes in here I need to talk to Michonne and Daryl alone."  
"I want to know what's going on." Carl said defensively.  
"You heard your dad. Now move." Michonne shot Carl a look that told him he would if he knew what was good for him.  
Carl glared at Rick before pushing past Daryl out of the cell.  
Daryl leaned against the bunk on his arm. "Go easy him."  
"I don't want to give him any excuses." Rick shot back in a low whisper. Michonne and Daryl were both taken aback and confused by what he said. But Rick was right to worry. Carl didn't see any of the Woodbury people as part of the group and if he thought that all their problems could get solved by getting rid of one of them he had to make sure Carl didn't know which one.  
Daryl's brow furrowed. "Do you know who the message was for?"  
"We think it was meant for Lilly." Michonne said looking at Daryl.  
"Lilly? Why Lilly?"  
Michonne and Rick exchanged glances again. "Because the baby's his." Rick said at last.  
"The Governor?!" Daryl said standing up. "You mean she-"  
"Came here for protection." Rick cut him off. "which is why we can't tell the others. I don't want people thinking she's all he's after."  
"She isn't. He wants to kill all of us." Michonne shrugged. "Surprised he's waited this long."  
"Yeah well the feeling's mutual." Daryl glared down at the word carved into the walker. "So what's the plan?"  
"We need to load up on supplies, and be ready for an attack." Rick said. "It's all we can do since we don't know where he's hiding."  
"Should we tell Lilly?" Daryl asked. Neither Rick nor Michonne responded.  
"Tell me what?" Lilly asked as she walked by the cell.  
Lilly was silent as she looked past them and down at the walker near Rick's feet. She swayed a bit and looked like she was going down. Daryl ran over and helped her stay on her feet. She tried to push him away but he held tight.  
"I'm fine." She said in breathy but firm voice. "It's finally time." She said coldly looking down at the walker.  
Michonne  
Michonne was doing what she normally did when she couldn't sleep, stalking the prison for weak points, walkers, intruders, or anything else that could kill everyone in their sleep. It was when she was near the catwalk that she heard the chilling sound of a woman singing. She crept near the entrance her Katana ready. She saw Lilly standing in the cold staring out toward the prison yard.  
"Bye bye baby bunting, daddy's gone a-hunting... Gone to get a rabbit skin to wrap the baby bunting in…"  
The sound of Lilly's voice was haunting in the dead of night. She stood there staring out rubbing her stomach. Michonne eyed her suspiciously debating whether this scene was strange enough to report to the others. She was just about to turn when Lilly stopped singing.  
"Michonne." Lilly said before slowly looking at her. "Can't sleep?"  
Michonne stiffened then she strode cautiously out to the catwalk. "Neither can you I see."  
"Pregnancy messes with a woman's sleep cycle. Seems like I read that somewhere." Lilly said softly looking back out at the yard.  
Michonne's eyes trailed along Lilly's hands which still clutched her stomach. Her eyes moved back up to Lilly's face and its unreadable expression. "You alright?"  
"I'm fine, just… needed some fresh air."  
Michonne still scanned her with her eyes. "What was that you were singing?"  
"Don't know… a lullaby I think… I heard it somewhere, might have dreamed it. I don't know." Lilly glanced at Michonne her eyes glassy. "Can't seem to get it out of my head lately." Lilly started humming the song again.  
"It's creepy." Michonne said flatly.  
Lilly stopped and looked at her. "I didn't ask for your opinion did I?" She said just as evenly. She turned her attention back out to the prison yard humming again. She abruptly stopped leaning forward on the fence her fingers intertwined in the chain link. For a moment Michonne thought she was crying but she was just breathing heavy like she'd been dealt a blow. "I can't fight like this. If he attacks, if he attacks at night while everyone is asleep-"  
Michonne put a hand on Lilly's arm trying to calm her. "We'll protect the baby."  
"That's very touching, but that's not what's bothering me. Watching people get slaughtered while I sit on my hands isn't my thing." She glanced at Michonne almost panting. "I'm sluggish, weak and I have a baby strapped to my body. I can still fire a gun, but that might not be enough." She glared out at the forest. "It won't be enough."  
"Lilly you're rambling. You're just panicked because of the walker. You need to just get inside and get some sleep."  
Lilly yanked her arm away. "You've never seen what he's done." Lilly looked Michonne in the eye her own eyes wet and cold. "You know, but you've never seen it. If you're not terrified for yourself than you should be terrified for Carl and Judith." Lilly paused rubbing her stomach. "They're Rick's children, that the Governor doesn't have. I can't take the thought of killing a child never mind what he'd-" Lilly's voice caught in her throat.  
Michonne gave her a light shake. "Lilly you have to calm down." She said slowly.  
"Maybe I should go, find him talk to-"  
Michonne looked her in the eye. "No."  
Lilly looked at Michonne as though she had just come out of a daze.  
"You have to keep a level head in this." Michonne glared.  
Lilly rolled her eyes and almost gave a laugh nervously. "Perfect time to be hormonal."  
Another silence passed. Michonne decided she wasn't going back inside until Lilly did. The way she was acting, was really disturbing her.  
"Did you feel it?" Lilly asked. She looked at Michonne her dark brown eyes looking almost black under the light of the moon. "The pull that place had? Finally having a place to rest, being able to eat, having a purpose…? Know I did."  
Michonne scowled deep becoming annoyed. "No." The dream of Woodbury? It was fake right from the get go. All those people with no idea what it was like so willing to put their fate into the hands of other people or one man.  
"I didn't ask if you bought the bullshit. I asked did you feel that lure? That pressure to just let go and be safe."  
Michonne clinched her jaw and looked away. She didn't fit in there, but she couldn't deny that a small part of her wanted to. Some small part of her was terrified what would happen if she did let down her guard, rest. She'd start making plans for the long-term future again. People like the Governor preyed that kind of weakness.  
"Disconcerting to people like us, who know what human beings are really like deep down when everything goes to shit. So tempting though… I think you did feel it. That's why you were in such a hurry to leave I think. If you stayed you might start buying it. Then you'd really be screwed."  
"Are you done?" Michonne glared at her ready to yank her inside by her hair.  
"Didn't mean to touch a nerve Michonne." Lilly smiled slightly with the same giddy glee she always got from mind screwing people Michonne noticed. "I was getting to a point, and that's it wasn't just the town. At its heart it was him. That way with a few words or a look he could convince you everything would be fine, everything was some else's problem, or for a fighter 'yes, there is something left to do, there is something to fight for.'" Lilly arched a brow at Michonne. "I imagine the latter is the carrot he waved in front of you."  
Michonne couldn't help but smile. "Yeah, but I didn't bite." Michonne had to admit there was a quality about Lilly she really liked. Lilly was strong, like Andrea, but the two women couldn't have been more different. Andrea was always the good one, always strong enough to care. Lilly was all fight, happier on edge than she was at rest. She didn't try to look for a better world, she saw the world in all its fucked up glory and made it work for her, not unlike Michonne had done.  
Lilly's smile widened a bit. "No that you did not." Her smile faded and she looked back out at the prison yard. "But most do. Half a year is plenty of time for him to build an army, and convince them a group in a prison is necessary to kill. " Lilly paused her brow furrowing. "Day before they found me I was so hungry I was ready to eat my own fucking arm. I was scared, tired… weak. I prayed to God, the devil and everything in between, whoever gets me out of this I'll do whatever you want from now until the end." A few strands of hair blew across her face as she smiled bitterly. "And you see which one answered."  
"He's just one man." Michonne reasoned. "Who thinks he's God."  
"But deals like the devil."  
"And that's going to be his downfall in the end." Michonne tried to meet Lilly's gaze. The biter had definitely had its intended effect, Lilly had been shaken to her core. Michonne had been chilled by it too, but she already knew he was sick. The walker just convinced her how much he had to die, but she also wasn't carrying a child either. The Governor wanted as many of them weakened as possible, so why not mindscrew their inside man just before battle?  
"I'd feel better if that downfall happened before he kills us." Lilly said glaring out.  
Ok enough bullshit. Michonne grabbed Lilly by the arm forcing Lilly to look at her. "Do not let him in your head."  
Lilly was silent for a moment just staring back Michonne. Her face hardened and she yanked her arm away and straightened her shoulders. She let out a heavy sigh clearing her throat. "You're right."  
Michonne eyed how Lilly's posture completely changed, taking on the shape of the soldier she'd come to know. "com'on let's go back inside."  
Lilly sighed again with a nod. "Thank yo-" Lilly's words were interrupted by the sound of something hitting the front gate.  
Both of their heads shot in the direction of the front gate. "You hear that?" Lilly said moving toward the fence not waiting for Michonne's response. It didn't sound like a gun shot, a walker or even a rock. It sounded wet like a water balloon.  
Michonne looked toward the front gate but didn't see anything. "What was it?" The sound came again this time twice from the right fence, then again from the left.  
"There" Lilly said pointing to a large red spot near the front gate. Blood, the walkers had already started moving towards it.  
In the distance Michonne saw a small light growing larger. "Oh my God…"  
Lilly saw the light, it was fire coming towards the prison in the distance. "He's using the fire bomb." She said numbly.  
Fire bomb had been Lilly's cute little name for it. Fire walkers was more accurate. Simple concept, you take a group of walkers douse them with kerosene and light them up, but not before you spread blood over where you want them to go. Their bodies still had enough moisture in them to burn for hours. In that time it was impossible to kill them quietly because of the flames. You were forced to fire a gunshot which only brought more walkers, while the biters, still on fire torched everything and everyone in their path. The whole area becomes a massacre within minutes. One of many blood curdling revelations Lilly had told them about the inner workings of Woodbury. This one had been Lilly's invention that had never been put to use, until now.  
Lilly doubled over vomiting. Michonne's attention shot over to Lilly. "Lilly stay with me we need you!"  
"I'm here!" Lilly barked as she coughed. "Now shut up I need to think… we still have that biter from before?"  
"It's downstairs."  
"Get it, hack it up, and get the guts on everyone who can't fight and I do mean Judith too. Wake up everyone on your way. Tell Carol, Carl, Hershal, and Beth to load as much ammunition and supplies as possible if they haven't already and help with the biter. Tell Rick, Glenn, and Maggie to meet you at the tombs. You need to clear the way for everyone to get out."  
"The tombs?!" Michonne was already moving back inside with Lilly as they spoke.  
"It's the only side the Governor might not try because of the walkers there already. Tell Daryl to meet me at the front gate. We have to try and slow these things down."  
Chapter 5  
The Governor  
Somewhere far far away there is a place where the dead don't rise. There is a place where a beautiful little girl is being taught how to ride her bicycle by her father who has time to teach her now. She has brown hair like her father's that is still baby fine. She looks up at her father with her mother's eyes. She grins up at him. Her tooth is missing, one of the canines that she proudly showed him as proof she was growing up.  
There is a place far away from the disturbingly appealing smell of blood and gun powder. Someplace far from the fear and pain of death that only killing seemed to sooth, there stands a beautiful slender woman. Her hair is sandy blonde and she's wearing a sundress that cuts down exposing her long gorgeous back. She's always wearing that sundress when he sees her here. She turns to her husband and smiles warmly. They're not sitting in silence at the dinner table because they have nothing to talk about. He's not making excuses to stay at the office or go out for drinks because he's sick of his wife and daughter. He and his wife are not bored with one another instead she embraces him and kisses him. He doesn't see all the flaws in her he used to see. He feels warmth and desire for her. He tells her what he never could seem to tell her. He loves her, he needs her, and he's happy with his life.  
This is a place far far away where he does not look at friends as potential enemies. It's a place where killing doesn't excite him. It's a place where he still felt sick at the thought of taking a human life. It's a place of mundane problems, school loans, car payments, a nagging wife, a snot nosed child, working a good job that he can't stand. This is a place Philip Blake can never allow himself to dwell in too long, because he knows he'll never see it again.  
The Governor sat staring at the heads in the tanks in front of him humming "Bye Bye Baby Bunting," the song he used to sing for his little girl when she was a baby. It was the song he'd played when he was trying to wake up any part of her that might still be inside that rotting shell.  
The green light shown on his one good eye making it glow aqua in the dark of the small storage unit. He drummed his fingers on the arm of the chair to the beat of the song. He leaned forward glaring at one head in particular. Morgan, the son of a bitch's little amusement park of horror had nearly killed all of them. It was worth the weapons and the information he'd gotten from Morgan, but he was still pretty sore about it.  
"Seven hundred channels and nothing on." He said to himself as he stood up. He winced pulling off the eye patch and rubbing his face. The cold weather was making it ache like hell. He moved toward Morgan's head which most of the time kept its mouth open like a gaping fish. He rapped on the glass with his knuckle a few. "Not feeling too feisty today huh?"  
Morgan's head turned slightly towards his hand but didn't try to bite the glass. The Governor sighed sitting back down. "Well why would you? You're dead anyway." He reached down beside the chair and picked up a glass and the bottle of scotch. He poured some of the golden brown liquid in the glass before setting the bottle back down. He raised the glass to Morgan and the rest of his 'guests' before taking a sip. He was going to see their mutual friend the Sheriff. That was how he and his men had introduced themselves, as friends of Rick's. It was a crap shoot but it gave Morgan pause; enough for the bandits and other riffraff that made up the Governor's militia to swarm the place anyway. He found out that Morgan had lost a child too. It seemed like there was a rash of that going around. Martinez had lost his wife and children. The Governor realized that the best warriors were the ones with no family to lose. Merle had been loyal until he heard about his brother, and then there was Lilly.  
He scowled deep. Typical woman, save her life and the minute she got an inch she ran a mile, literally. He mused for a moment about his women. Sarah, Andrea, Lilly, Rowan, Penny, and in the worst way Michonne. His wife was kind enough to die before they had to get a divorce and before the world went to hell. Rowan, following him around like a little lost puppy dog, she was worse than Milton in a lot of ways. She was great for his ego, but useless in battle as the attack on the prison had shown. Andrea, the stunningly beautiful angel, his little window of a normal life, it was so easy to hide everything from her. She was like his wife in so many ways. All of that was gone when the hope for Penny was gone. Penny, his little baby bunting, she was sweet, smart and never hurt anything in the world, even after he let her become a biter. He felt a knot in his stomach when he thought about the times when he ever raised his voice to her. Michonne, who had taken his eye, his child and his life, and then there was Lilly. He plaintively rubbed around his eye. She'd been right about the soft and stupid Woodbury citizens and about Michonne. He should have just shot her in the head when he had the chance, and he would… eventually. Then again maybe Morgan would enjoy the company.  
He chuckled to himself. He was really looking forward to seeing both Michonne and his Lilly again. He knew his sweet little Judas was at the prison; there was nowhere else for her to go, not in her condition. There as a sudden knock on the storage door. "What is it?" he said putting his eye patch back on.  
"We're ready." Martinez said through the door.  
"I'll be right out." He said downing his drink and glaring at the heads on final time.  
The Governor walked down the hall behind Martinez and past two young pups they'd found near Macon. The boys each gave him a nod as they walked past.  
They had sixteen men total, which admitted wasn't a large number. Each one was able and ready to fire a gun and kept loyal by fear, which was worth a thousand Woodburians. They understood the way things were, kill or be killed. You either follow orders and live or don't and die by the enemy or by the Governor. Martinez and Shumpert knew it firsthand.  
Martinez and the Governor stood outside. The outside of the storage building was surrounded by a small but heavily fortified gate. On the outside of the fence stood a young man holding back a walker tied on a stick. Two other men stood in front smearing blood on a dead tree set apart from anything flammable.  
The Governor climbed up on top of a truck to address his men. "I know it's been a hard few months for all of us, but now there is an end to that struggle. A place meant to hold men in is now ready to keep walkers out." He turned to the young man holding the walker and gave a nod. "And saved for a few lunatics with a few guns it's yours."  
The young man threw a lighter at the walker and it quickly caught fire. He tentatively let the walker go and it quickly stumbled still blazing and latched onto the blood on the dead tree. The whole thing lit up casting shadows over the fence and nearly silhouetting the Governor.  
"Are you sick of sleeping on cement?" The Governor yelled.  
The men yelled in agreement.  
"Do you want the fortress you need? Do you want the fortress you deserve?"  
The men all howled again. Martinez eyed all of them standing by the truck.  
"Are you willing to kill anyone who stands in your way?" The Governor yelled in a deep voice at the top of his lungs. With the eye patch, his body clad in the long black coat, and the fire licking up at the sky casting shadows over him, he looked truly ominous, like he just crawled out of hell. The best part was that he knew it.  
The men roared even louder. The Governor held up his hands calming the crowd. "Then take it. This is a world where only the strong deserve to survive. You are strong so take what's yours."  
The crowd gave one last roar of approval. The Governor turned and signaled for the two men who had smeared the blood to dump water on the walker.  
The Governor jumped off the truck as Martinez anxiously walked up to the him.  
The Governor pulled out his pistol inspecting it. "It's nearly dusk." He holstered the gun squinting at the sun. "We'll move out in a few hours."  
"What about Lilly?" Martinez said coldly.  
The Governor's whole body changed as he looked at Martinez. "What about her?"  
"You said she's…" He rolled his eyes uncomfortably. "She's there. Should we warn her or…"  
The Governor's eye widened like a small boy's for a moment then he smiled contented. "You're right. We should send her a warning. Where are the biters we have?"  
Martinez looked at him confused then led him over to a horse trailer full of biters. The Governor stood at the door putting on a pair of black leather gloves. "Open it up but only let one out."  
Martinez complied, letting one scrawny blonde female walker out while beating the other ones back with his baseball bat he kept strapped on his back.  
The walker lumbered towards the Governor with its arms out. He punched it in what was left of its face knocking it to the ground. He straddled it pinning its arms down with his knee. He held a gloved hand over its mouth and pulled out his knife.  
Martinez watched with some mixed of curiosity and horror what the Governor began gauging into the walker's forehead as he closed the door on the horse trailer.  
The Governor leaning back sitting on the walker's body his arms at his sides. "What do you think?"  
Martinez winced as he looked at the word 'traitor' carved into the walker's thrashing head. "That wasn't really what I had in mind." Martinez said uneasy.  
The same boyish innocent look came over the Governor's face as he looked up at Martinez "No?" In an instant the expression changed becoming terrifying and calm. "Then maybe it's a message for both of you." He said coldly before punching the walker again and getting up.  
________________________________________  
Daryl  
Daryl was sitting in his cell sharpening his hunting knife with a stone.  
"Can't sleep?" Carol said as she walked into his cell. She looked softer now that her hair was growing in and curling around her face. At the same time she'd never been stronger. Out of everyone here it seemed she'd changed the most.  
"Nah, I'd be surprised if anyone could." He glanced up at her.  
"I just finally got Judith to sleep." She said with a yawn leaning against the far wall.  
Daryl thought about when he watched Carol and Beth with Judith. He couldn't help but compare it to his own upbringing. Even when everything hadn't gone to shit his parents didn't give a fuck about him. The world may have ended, but they all loved that little girl more than life itself especially Carol. It warmed and broken his heart watching her with the baby. It made him start thinking about Sophia, and all the little Dixons he'd never have. He pushed those thoughts out of his mind. He'd be a shitty father anyway. "Rick told you about the biter?"  
"Yeah he did." She said rubbing her face. "I knew it was coming eventually but… do you think he just meant the Woodbury people in general or…" Her eyes met his. "Lilly." She said biting her lips with a nod. "The girl isn't short on admirers that's for certain."  
Daryl stopped sharpening his knife. "What?"  
"Huh?" Carol looked over at him shocked that he'd heard her. "I didn't mean-I. Just forget it I… I'm just tired." She turned her head away.  
Daryl was silent. He thought back to what Lilly had said earlier. He wanted to ask Carol about it, but saying 'Lilly thinks you have the hots for me' didn't seem like a smart move. He shuddered at the idea of getting into another situation like when he tried to ask Lilly about if her baby was Merle's. Dammit why the fuck were women so…hard. Talking to them was like playing with a rubix cube half the time. That was always Merle's area of expertise. Daryl was always the awkward kid brother who couldn't seem to put two words together.  
He decided to change the subject hoping to make things easier on himself. "You're really good with her-Judith I mean."  
Carol smiled a little. "Comes from experience I guess."  
Daryl winced he didn't mean to make Carol think about Sophia. Another silence passed and he tried to think of something to say.  
"She said her first word last week." Carol started he guessed since she knew he was hopeless.  
"Really?" Daryl said with a smile.  
"'Mama' Thing is we've all been telling her 'Dada'" Her smile faded a bit. "She said it to me… she called me mama. Rick walked out and we couldn't find him for a while... He was there to see it at least though." Carol looked uncomfortable standing there so Daryl slapped the side of the bunk next to him. Carol sat down and sighed into her hands then looked at him with a small smile. "It should have been a happy moment for him instead it just reminded him of Lori."  
Daryl wanted to hug her, but he didn't know if she'd be completely comfortable with it so he just rubbed her back a little.  
"It can't always be like this. All the good moments in life reminding us of the bad."  
"It won't" He said simply.  
She looked at him. Her eyes sparkled wet along with her ear studs in the light. "It means a lot that you stayed even after… it means a lot."  
"I don't know how ya'll would survive without me."  
Carol smiled. Daryl leaned his head on hers and she rest her head on his shoulder. Out of the corner of his eye he saw a bright light coming from outside. "What the hell?"  
"We're under attack!" They both heard Michonne yelled as she dragged her katana handle along the bars. "Wake up! we're under attack!"  
Both Carol and Daryl jumped up and ran out of the cell. Michonne nearly ran into Daryl  
"It's started. The fire walkers, he's using them." She said stopping in front of them.  
"Jesus." Carol said breathless.  
"What's the plan?" Daryl said walking back into his cell to equip his weapons.  
"Lilly said she's going to meet you at the front gate to slow them down. Carol, you, Carl Hershel, and Beth gut the walker from before and spread it on anyone who can't fight and meet us down near the tombs."  
"Lilly? The bitch is pregnant. She can't be on the front lines." Daryl said spinning around.  
"Then you tell her that. I've got to find Rick we don't have much time." Michonne ran off as Daryl exited his cell. Story of their lives, never much time.  
"I've got to get to Hershel then Judith." Carol was about to run in the opposite direction.  
"Carol!" Daryl said stopping her holding her by the arm. He looked Carol in the eyes that stared back at him in the same soft wonder they always had. He tried to think of something to say, but he couldn't. Words took time and there was never enough time. There was no tomorrow, there was no later, he found that out the hard way with Merle. He grabbed her head and kissed her. She was rigid at first then her hands shakily touched his face as she kissed him back.  
He pulled away still holding her head close and looking her in the eyes that were wet. "You can slap me later if we live through this."  
"Don't go dying then." She kissed him back with a soft nervous laugh.  
He looked at her one last time holding her close wanting to stay in that moment for the rest of his life. There was never enough time.  
"Go." She said softly pushing her hands against his chest.  
She ran toward Hershel's cell, while he bolted down the stairs and outside towards his bike.  
________________________________________  
Lilly  
Lilly stopped for a moment holding the outside wall of the prison. She felt a fluttering in her stomach but pushed any concern of what that meant out of her mind. She hoisted the quiver of arrow over her shoulder along with her bow. She pulled out her M-9 checking to see if it was ready then she felt for the two extra cartridges in her sweat shirt. If all else failed there was always bullets. She tightened he holster with her machete to her calf. And stab, there was always that.  
"Woman are you out your goddamn mind?!" She heard Daryl yell as he drove up to her.  
"Good." She said winded. "You're here I really didn't want to run all that way."  
"You're not goin' out there!" He yelled bringing the chopper to a stop in front of her. "You're-"  
"The only one besides you who can fire an arrow. A gun shot will just bring more. Believe me this is not where I want to be." She said stretching her back that ached like hell.  
"We'll go." Sasha said as she ran up followed by Tyreese. "Rick sent us. We still have the silencers from Woodbury."  
Lilly's head darted back and forth between them. "Alright fine but whatever you do hurry. It won't be long til the real trouble shows up."  
"Get on." Daryl said to Sasha who kissed Tyreese.  
"Meet us at the front gate." Sasha hopped onto the bike and it took off.  
Tyreese watched it go uneasy before turning back to Lilly  
"Remember aim for the head."  
"Dammit I know!" Tyreese said annoyed as he ran off.  
Rick  
Rick carefully led the group elderly people and children with Carl at his side through the tombs. Maggie and Glenn in full riot gear brought up the rear.  
"I should stay and fight." Carl grumbled holding his gun at the level of his face with his flashlight.  
"I already explained I need you to look after these people if we lose the prison." Rick whispered back holding his pistol and flashlight in the same way.  
"Of course we'll lose it. We're running away." Carl hissed.  
"These people can't help win in a fire fight we have to get them out of here." Rick whispered as closer to Carl as he could so the Woodbury people and co couldn't hear.  
"That's why you shouldn't have brought them here!" Carl shot back.  
"Hey," Rick said coming to a dead stop. "You don't get to just decide who lives and who dies. That's not how we do things."  
"Why not? maybe if we did mom would still be alive." Carl stopped and looked at him.  
"Because that is the only thing separating us from being like the people that killed mom." Rick bent down to look at Carl who jerked his head away.  
"I need to trust you can take orders for the sake of the group. You didn't guard the cell when I asked you to, but I need you to follow orders now." Carl grunted and sniffed annoyed. Rick couldn't tell because of the darkness if he was crying or not. "I know it hurts but you can't change what's happened. You have to stay a good man for her sake."  
Carl wiped his face and nodded.  
"Walker!" An old dark hair lady yelled pointing at the two stumbling towards them. Rick pulled a hammer out of his belt and smashed the first one's head in while Carl shot the second.  
"Are there more down here?" Karen asked.  
"Just keep moving we're almost out." Carl said.  
Daryl  
"Shit there's dozens." He said firing yet another arrow into the head of another flaming walker. The worst part was that the ones that made it to the fence stayed there even if they shot them they were still on fire on the ground.  
"It doesn't look like there are any more coming though." Sasha yelled as she fired.  
Tyreese kept shooting even though his aim was off. The whole front was litter with small walker bonfires. "I'm surprised we haven't seen-" He didn't have time to finish what he was saying before a huge truck came barreling towards, not through the front gate but directly where Sasha and Tyreese were standing. They both dove out of the way. Tyreese cleared the fence as the whole side fell; Sasha wasn't so lucky. The whole right side of the fence came down crushing her as the truck drove over it.  
Tyreese screamed out her name trying to run to her but another truck with a horse trailer attached and a hail of gun fire blocked his way.  
Daryl was on the other side he didn't bother to run to Sasha. He'd seen the whole thing, there was no point. He ran to his bike and drove after the first truck waiving past the gun fire. He aimed an arrow through the passenger side window of the truck and fired killing the son of a bitch who was driving the thing. The truck crashed into another part of the fence. Daryl made a U turn and headed back to the other truck with the horse trailer. It came to a stop. Two men jumped out the back and ran towards the horse trailer. Daryl got close enough to shoot one, but not the other that ran to the other side. Daryl didn't need to guess what was in the horse trailer; he already knew.  
"Tyreese shoot 'em hurry! They brought walkers!"  
Tyreese was too busy still trying to get the fence off of Sasha's body to care. Daryl drove around the truck just in time for the second guy covered in viscera opening the horse trailer door. The biters started stumbling out. The second guy pulled out a grill lighter and lit two of the biters before running.  
Daryl cursed and drove up to Tyreese. "Get on!" he yelled Tyreese took one last look at Sasha who stared up blankly the fence squeezing into her features. Tyreese climbed on the bike. The second guy was running back to the truck as Daryl drove past and Tyreese shot him in the head.  
The gate to the inner fence opened as Daryl drove inside just ahead of the walkers. Lilly stood on top of a truck her bow in hand shooting over the fence.  
Lilly  
Lilly stood atop the truck plucking off as many of the flaming walkers as she could with her bow and arrow. Her aim was still so-so and it was taking her longer than she liked. Luckily Daryl and Tyreese were helping her pick them off well before they were getting to the inner gate. When there were only two left Lilly paused.  
"This isn't right," She yelled to Daryl and Tyreese. "There should have been more men."  
"It was enough to kill Sasha!" Tyreese screamed.  
Lilly tried not to roll her eyes. She turned to Daryl who shot the last two fire walkers. "How many did you say there were?"  
"Picked off two Tyreese got the one that let the walkers out, didn't see anymore." Daryl said running over to her.  
"Either of them the Governor?"  
Daryl looked anxious and annoyed. "No."  
Lilly paused again then her face suddenly changed. "We have to get back inside" she said softly. "This wasn't a battle this was a distraction."  
Rick  
Rick looked outside of the collapsed prison wall as far he could tell it as clear. The night was quiet and still. Carl, Beth, Hershel, Maggie and Michonne started out followed by the others gradually making their way outside when they saw it was safe. Rick and Glenn stayed by the entrance to make sure everyone got out. Last was Carol and Judith.  
Carol carefully adjusted the blanket covered in gloo away from Judith's face. Judith grabbed Carol's shirt her large blue eyes looking around with a mixture of wonder and annoyance. Carol looked worried up at Rick. He swallowed hard then nodded for her to go.  
They decided to meet at the main road about half a mile away. It wasn't safe, it was out in the open, but it was easy enough to find if they were separated. Rick kept a watchful eye on the trees. He squinted and thought he saw what looked like a walker coming towards them until he realized it was moving too fast. "Everybody get down!" He yelled just as the whole group as was swarmed by gun fire. Rick shot back at what he could see in the night, but they had clearly got the jump on them. "Back inside now!" He waved Carol and Judith back inside. Michonne, Carl, and the others ducked behind trees to escape the fire.  
Glenn ran out to help protect the others Rick called out to him. He ran out after him trying to give the others enough cover to get away. One bullet grazed the side of his head. He fell down near a tree Hershel was propped up against. Hershel pulled a gun out that was attached to his stump and fired toward one of the men shooting at them. The shot connected though Rick couldn't tell if Hershel had killed him or not.  
Rick saw a group of men still firing at them make their way inside the prison.  
"Ya hit?" Hershel said still eyeing the area for moving targets.  
"I'm alright." Rick breathed still on the ground.  
"We need to give them enough cover for Maggie, Beth and the others to get to the road." Hershel said down to Rick moving around the tree.  
Michonne crept up beside them. "How many?" she whispered.  
"Can't tell." Rick said dazed and a little panicked. "Carol and Judith are still inside."  
"Okay, Rick take the others and get to the road I'll go back inside."  
"I saw at least ten maybe more." Hershel said. "You can't take on that many."  
"Hershel's right it's suicide." Rick said to her as he staggered to his feet.  
"Lilly, Daryl, Tyreese are still inside." Michonne said quickly "and Judith and Carol. You're wounded Rick."  
Hershel looked at them both uneasy. He nodded. "I'll cover you both."  
"You can't stay here." Rick didn't like the thought of leaving Hershel to fend for himself.  
"I need you to keep my family safe Rick." Hershel said looking him in the eye. There wasn't time to argue. Rick only nodded then quickly made his way in the direction of the others while Michonne headed for the prison.  
Lilly  
Lilly entered cell block C and found it was completely empty. Her head spun around as she heard a series of popping sounds coming from the tombs. Daryl and Tyreese both froze along with her.  
"What now?" Tyreese said.  
Lilly's eyes squeezed shut. "Focus on staying alive and getting out of here."  
"So we're just running?!" Daryl said pissed off. "What about the others?"  
"Listen this battle was lost before it even began. We have to regroup and plan our next move." Lilly glared at him then her face softened. "But we can't do that if we're dead."  
Tyreese turned his head down.  
Lilly walked over to him. "Grieve later. Right now we have to get out of here."  
"The front's blocked by walkers." He said his voice breaking a bit before he regained his composure. "The bonfires are just attracting more."  
"The tombs then," Lilly said. "It's the only way out and it's built like a maze it might give us some time to get out." She paused. "We might be able to help the others if they didn't make it out, but don't spend time looking for them. The main goal is to get out of here."  
"a'right" Daryl said loading another arrow in his crossbow. "Let's move."  
Hershel  
It had become quite outside. Hershel saw a hefty man with a gun behind a tree. He aimed his gun, but didn't pull the trigger when he felt a gun barrel at the base of his neck.  
"Take it easy old man. I'm not going to shoot ya." Martinez whispered.  
"Not the impression I got son." Hershel said holding up his hands. Martinez slammed the butt of the gun against his neck knocking him out.  
Daryl  
Daryl, Lilly and Tyreese made their way down the corridor the others had taken that opened up to the cantina.  
"Sh" Daryl held up his hand. They all heard footsteps and scattered. Tyreese and Daryl running into an office. Since Lilly was further ahead she ran through a door on the other side that led downstairs to the basement generators.  
Ten men filled the cantina. One man or boy rather, not even eighteen, with a scar running along his neck seemed to be in charge. "Spread out, shoot anyone you find alive or dead."  
Daryl peeked through the door counting the men.  
"How many?" Tyreese asked crouching next to him.  
"Too many," He scanned the group. "Still don't see the Governor." Daryl looked at the office. He spied a window to the side yard. He crept over to the window and opened it. "We can sneak out this way get to the yard and jump the fence."  
"What about Lilly?" Tyreese said.  
"She's a big girl," Daryl opened the window. "She can handle herself."  
Tyreese crept over by the window. "Daryl she's pregnant!" He said in a harsh whisper.  
Daryl looked at him for a second. He wanted to find Carol and the others. He wanted to find out if Judith was still alive. Lilly was right they were fighting blind by staying there. He punched the window sill. "Dammit!" He closed the window and the two of them crept over to the door. "There's ten, more might be coming. You got enough ammo?"  
"Enough for this." Tyreese said softly cocking his gun.  
Merle wouldn't be caught dead doing this hero shit. "On three." Daryl said as they got on either side of the door. "Ladies and Gents Daryl Dixon saving the goddamn day… again."  
"one… two…"  
Carol  
Carol had run down into the basement storage lockers holding little Judith in her arms. In the distance she could her boot steps coming down the corridors. She didn't know the basement as well as the rest of the prison and she cursed when she came to a locker room and she wasn't sure which way would led her out or right to the soldiers. Judith had been wailing when the gunfire had gone off outside, now she was just whimpering but still making enough noise to give both of them away. Carol turned around twice trying to think of any place to keep her safe. The lockers weren't big enough for them both to hide in but they were big enough to give Judith protection.  
Carol made a snap decision patting Judith trying to sooth her, while wanting to break down and cry herself. She opened one of the lockers and gently placed Judith inside. "There, there I'll be right here Sweet pea."  
Judith in her little blanket reached her arms up pinching at the air for Carol. "ma"  
"It's okay." She whispered stroking the little girl's head. She slowly closed the locker door but not the whole way, and to her surprise Judith was still.  
Carol swallowed down her fear and panic and pulled out the handgun she'd had in tucked near the small of her back. She held the gun ready to kill anyone who came through the door they'd just gone through. She turned around when she heard a noise from the door at the back of the lockers. She crouched down quietly cocking the gun. She crept behind the lockers then stood up moving toward whoever or whatever was behind them.  
Everything was still as she slowly walked over behind the second set of lockers. A walker turned around and lunged at her. She reached in an instant shooting it in the head. She breathed heavily and shakily the adrenaline coursing through her.  
"Nice shot." a soft calm voice said behind her.  
She spun around to see the Governor holding a gun aimed at her head. He smiled at her and fired.  
The Governor  
The woman's head flung backwards and her body fell in a heap on the concrete floor. He looked at her for a moment taking in the look of utter surprise still frozen on her face. He looked up his eye widened with curiosity as he heard the distinct sound of a little girl crying.  
He slowly walked over to the lockers then leisurely opened the locker door with his gloved index finger. He looked down at Judith tilting his head to the side like a parrot. She was screaming in her pink flower shirt her face red with tears chewing on her hands.  
"Aw shhh shhhh…" The Governor said with a tender smile gently touching the child's soft brown hair. "You come any closer," He said louder to the person in the doorway. "and I'll blow her little brains out." He held the gun aimed at Judith before glancing at Lilly.  
"Hello lover." Lilly said in a low cold tone her M-9 pointed at the Governor's head.  
________________________________________  
Lilly  
Lilly saw Carol lying motionless on the floor out of the corner of her eye. Carol's face stared into space her head pooled in blood. Lilly's jaw tightened.  
"Good work Caul, you got here just after the nick of time, like you always do."  
The Governor looked more weather beaten than she remembered. The life outside Woodbury's walls had given him a touch more grey, but the eye patch and all the black still made him look the part of a super villain or a grim reaper.  
"Lilly you're…" He said eyeing her up and down with a small smirk. "glowin'." Her purred out in his southern brogue.  
"How sweet of you to notice." She was still in her grey sweat shirt and jeans, bow across her chest machete strapped to her calf. At least she wasn't in the white nightie like in her nightmares. She was livid about Carol too much to be afraid but some part of her still was, both for herself and the two children he could easily kill. "You don't seem too surprised about my bun in the oven."  
"Why would I? I'm the baker."  
Lilly's eyes widened unnerved.  
"Nothing?" His one good eye opened wide in mock surprise. "Really Lilly, you used to have a better sense of humor." He looked up pretending to think for a moment. "Wait no, no you never really did." He was too calm, too collected. He was going to gun down a baby and he was treating it like he was changing a tire. Either he had something up his sleeve or he really had completely gone off the deep end. Lilly wasn't too thrilled about either choice.  
"Dr. Stevens…" Lilly said under her breath.  
"A'Course. Told me the morning of the attack that you were in a delicate condition. You didn't think I made you stay home just to punish you, did you?" He tilted his head down his brows raised like he was addressing a child. "I know how much you love a good blood bath but really it was for your own good darlin'."  
The way he said that made Lilly's blood turn cold. 'I know how much you love a good blood bath' like she was somehow as sick and twisted as he was. "I'm touched," she hissed "considering what became of your 'army' I'm elated actually."  
"Oh spare me" He said with a laugh. "You wanted to kill 'em for years."  
"But I didn't" She could feel herself starting to lose her cool and that was the last thing she needed. "Instead they were shot in the back by someone they trusted."  
"I know the feeling." He said with a pained but calm voice.  
Lilly drew in a breath. He looked at her so calm and kind it was almost surreal that he could do it with a gun in his hand ready to kill Judith.  
"Why are you here Lilly?" He asked softly. "You don't really think you belong here do you?"  
That struck a nerve. Lilly didn't think she belonged there. How could she? Before she came there she had been the one begging the Governor to let her slip in with a few men to clean out the place, before (as predicted) things got ugly. But she knew she didn't belong in the Governor's Woodbury. The mass murder hiding behind the suburban veneer was easier to swallow when she had her gang of lost boys but now that was all gone; she had a life to protect whether she wanted to or not.  
"Put the gun down." Lilly said coldly.  
"Are you really going to kill the father of your child, Lilly?" He said with a small smile in a low soothing voice. "You know where you belong."  
"I'm not asking again." Lilly glared at him.  
"Neither am I." He said louder cocking the gun held just above Judith's head.  
All Lilly could hear was Judith's cries. The sight of that gun over her as well as the knowledge of what she was about to do made her feel weak. "Fine, if that's the way you want to play this Philip..."  
"Oh Lilly stop being so dram-" The Governor stopped midsentence as Lilly aimed the gun at her own head.  
"Seven months. She's old enough to feel pain, but even if you had an incubator if I die now so does she." Lilly spoke calmly and evenly as she held the gun steady to her temple. "Our little girl… your little girl."  
The Governor held up his hand appeasing to her. "Okay… okay, just calm down."  
"I am calm, Philip. Put the gun down." She said in a slow cold tone.  
The Governor's pistol hung by the trigger guard on his thumb. "Com'mon Lilly. This isn't you. Just look at what they've done to you." He slowly bent down lowering his gun, his eye still locked on her. "You're a survivor, a fighter, tough as nails. And now look at you, willing to lay down you're life and your baby's life for someone's little walker bait brat."  
Lilly caught sight of Michonne slowly creeping silently into the room behind him her sword rising up.  
Her sight went back to the Governor as the one perfect blue, perfectly cold eye stared up at her. "This isn't where you want to be."  
He moved just as Michonne brought down her blade. He swung around and punched her in the face. Michonne flew into the lockers. Judith screamed louder. Lilly dove to get to the small girl. The Governor spun around and shot Lilly in the shoulder.  
Lilly fell backwards her bow exploding off her body as she came crashing backwards onto the floor. She tried feebly to pick up the gun with her other hand since she couldn't move her shooting arm. A large boot came and gently moved it out of her reach.  
"Tut tut tut. Now, now, hold still." The Governor was kneeling down next to her with a handkerchief pressing it into the wound to slow the bleeding. "Still so damned stubborn." He mumbled pushing some stray hairs from her ponytail out of her face.  
Lilly saw Michonne lunge at him and the two of them began fighting out of her limited view on the floor. Lilly sat up as best she could and grabbed her gun. She struggled for a clear shot, but the two were moving too fast. Soon they became just blurs as the blood loss began to take effect. The gun dropped out of her hand. She could vaguely hear people coming into the room on both sides. Someone yelled 'get Judith!' before she passed out on the floor.  
Rick  
Rick sat on an abandoned car cradling his gun. He should have gone back for Judith, he should have sent Michonne with the others and gone in himself. His bent leg jiggled anxiously as his eyes stayed locked on the trees for enemies, walkers, Carol, Judith and the others. It was nearly dawn. Carl walked up to Rick.  
"Dad?"  
Rick was breathing heavy his breath fogging from the cold. He didn't look at him right away. Finally he glanced down at his son. He could see some hesitation in Carl's face. "We're going to need to move on soon and find shelter."  
"Give it a little longer Carl."  
"Dad!" Rick's head shot down to Carl.  
"We'll freeze to death out here." Carl said the sunlight starting to come up and illuminate his face.  
Rick knew he was right but he couldn't leave. He just couldn't if he did, that meant that he just left his daughter to die while he ran. Just then he heard some movement in the trees near the road. Carl was already at attention pointing his gun at the trees. Tyreese limped out of the brush one arm slung over Daryl the other holding Judith draped in his coat. The others all ran over to them. Beth took Judith while Maggie and Glenn helped Daryl and Tyreese get support on the cars. Rick ran over to Judith and showered her head with kisses causing her to cry.  
"Will you shut that kid up!" Daryl yelled pulling away from Maggie.  
Beth patted her back. "I think she's just shook up." She said meekly. "Where's Carol?"  
"She died trying to save that brat!" He yelled pointing in her face.  
"Hey! You don't talk to her like that." Maggie said getting in between the two of them.  
"Com'mon man we've all lost people today." Tyreese said softly as he winced holding his side.  
Daryl glared at him for a moment then spun around and punched the car hood he was near, denting it and nearly breaking his hand. They all stood in silence for a moment.  
"What about my dad?" Maggie turned to Tyreese. "Our dad, did he come back with you?" She paused her eyes shining wet darting between Beth and Tyreese. "Did he get away?"  
"We didn't see 'im." Daryl said softly.  
"What about Michonne?" Rick asked turning to both of them. "This can't really be all that's left of us."  
Another silence fell over the group until finally it was Carl who spoke. "We still need to find shelter." Rick looked at him as did the others one by one. "We need to get somewhere and figure out how we're going to take back the prison."  
Lilly  
"… I'm trying! She's lost a lot of blood."  
Lilly faded in and out of consciousness. She could hear the murmurs of two people above her.  
"…I don't know if…" a voice said. Hershel? She thought so, but it might be her imagination.  
Lilly heard the familiar click of a gun. That wasn't her imagination it was always unmistakable. She opened her eyes slightly and saw a flash of gun metal above her aimed at someone.  
"If my child dies…" Lilly recognized the voice as the Governor's her hazy gaze followed the gun to an arm and an ominous silhouette.  
"Then you die."  
Those words were still fresh in Lilly's mind when she awoke, as though they'd been growled into her ear. Her shoulder sang with pain, her shooting arm in a sling. Her hands were cuffed together to a chain attached to the bunk she lay on. She didn't bother to sit up it hurt too bad. Instead she scanned her surroundings as best she could from where she was at. She was in a cell in a bunk. The barred door was hidden by a sheet that had been tacked up. She was still in the fucking prison. She lay her head back down on the pillow. They'd lost the prison and she'd been captured. She didn't want to know what other surprises were in store for her.

Lilly  
Lilly toyed with the handcuffs and tugged on the chain a bit. It looked like he remembered the last time he left her in a bed after an injury. He wasn't taking any chances. Lilly couldn't help but smile even though it didn't help her current situation. The chain couldn't have been connected to the wall so it had to be the bunk. If it was rusty she could pop the chain off pretty easy if not she'd have to work via the cuffs. Handcuffs were easy enough to get off break a thumb little spit or blood and you're free to go. Trouble was a broken thumb was no problem when there were doctors in the world. Not only would she be down a hand, it probably would stay busted for life.  
Lilly lay back and sighed. "Decisions decisions…" She couldn't leave now anyway her shoulder as bad as it was, between that and her belly she might as well just tattoo easy target on her head. She inspected her shoulder as best she could. He hadn't meant to kill her, if he had he'd have called her bluff before. He was moving, she was moving and he'd still managed clip her shooting side without it being a kill shot. One eye and the son of a bitch was still the best shot she'd seen since Merle and Daryl and of course herself. He'd learned to work with his handicap which was something she'd have to keep in mind for the future.  
She shivered a bit and realized she wasn't wearing her sweater. She carefully peeked under her blanket trying not to move her shooting arm too much. Her heart leap up into her throat when she realized it was a white night gown. It as cotton, worn, maternal wear at its most grizzly not like the sexy satin number of her nightmares, but enough to make her feel more anxious and exposed than she'd been before. She heard the cell door open and her head shot up.  
The Governor pushed back he sheet and entered the cell holding a plate with a glass of water on it. Lilly felt herself recoil a little without thinking when he stepped in. He was clean shaven now, clean pressed black button down shirt rolled up at the elbows and plain brown trousers. Gone was the long black coat of doom, he wasn't even wearing the vest. His whole appearance was almost normal, saved for the eye patch and the gun holster. He stood there just looking at her a moment awkwardly as though he was waiting for her to say something. When she didn't, he set down the plate and reached outside the door and brought a wooden folding chair inside. He picked up the plate in one hand holding the folding chair in the other. The Governor sat down with the plate on his lap never once taking his eye off her.  
Lilly suppressed her instinct to recoil again as he sat next to her. The plate had canned corn and some kind of meat she couldn't really tell which, all canned meat looked the same. He skewed a bit of food on to the fork and held it to her face. She looked at it with a mixture of confusion and amazement before she simply glowered at him.  
"Not poisoned I swear." He made an awkward chuckle that quickly degraded into him clearing his throat. He put the fork back down on the plate with a frown. "I know you're angry, but you have to keep your strength up." He paused waiting for her to respond. She just continued to glare at him. He sighed and set the plate aside "If anyone has the right to be upset here it's me."  
"Really? my shoulder begs to differ." She shot back .  
"You forced my hand Lilly." He said with a sympathetic look as though he were concerned and disappointed in her. "You were threatenin' to kill yourself."  
"You had a gun to a child."  
He rolled his eyes. "I forgot that's one of your buttons." He stopped and just stared into her eyes for a moment. Half a year away from this had made her forget… just how unpleasant it could be. "Dr. Stevens said you were already two months along. You kept this from me for two months. Then you took off, and you set up shop with the people we were at war with."  
"The people you were at war with."  
"Same difference."  
Lilly exhaled trying to keep her anger in check. "Where's Doc Stevens now?"  
He looked up and sighed. "Lilly…"  
"She's dead, just like the rest if you didn't kill them at the prison the first time you made sure you did the second time. This isn't some little tiff we're having. People are dead. Our people are dead because of you."  
He sat back sizing her up shaking his head slightly. "Ya a piece of work, you know that? Since when did you decide to start puttin' on airs that you're a patron saint." He leaned close to her face. Her whole body was rigid as he spoke. "As I recall," He whispered. "those same people your cryin' for were the ones you always said were a lie?"  
She looked him in the eye refusing to be intimidated by his usual tricks. "That isn't why you killed them." She hissed. "They died because they didn't act like your little puppets and do as you commanded."  
"Generals kill soldiers who disobey orders."  
"They weren't soldiers they were sheep whose only crime was being stupid enough to trust you."  
He was still so close to her she could feel his breath on her face. His one eye scanned her face lingering for a few moments on her lips. "Once upon a time that would have been crime enough by your opinion."  
Lilly was silent. His eye ticked back up to meet hers. "My, you really have changed haven't you?"  
"I never had an issue with the coldblooded way we took care of our own and yes I said we." She paused. "But knowing you won't hesitate to use those same methods on those who trust and need you the most at a whim? That's the kind of thing that makes me question your parenting skills."  
He stared at her for a long moment before he leaned back in his chair to her relief. "And I'm sure Rick and his band of misfits they'd never use our coldblooded methods." He rested his hands on his knees sitting in a wide stance. "That's what's gonna get them killed. How well you get to know the Sheriff hm?" He said with a wicked smile. "He know how bad you wanted to kill'em all yourself."  
Lilly stared icily back. "Yes."  
"Really?" He leaned forward forearms on his knees. "and they were still stupid enough to take you in? See that's the difference between me and ol' Rick I'd see someone like you for what you are, a killer. Damn good one too. I'd know better than to let someone like you anywhere near my children."  
Lilly felt like a hot knife had been stabbed in her chest. She grit her teeth then spoke calmly. "Say what you want about the Sheriff. Last I checked his children were still alive."  
The Governor's face completely changed. That steely cold gaze that she remembered so well was back. He calmly stood picking up the plate. He threw it against the far wall smashing it. His fists were balled and his voice was low and even. "If you're hungry later your food will be right over there." He said glancing down at her. He folded up the wooden chair and took it with him on his way out. He was still composed enough not to leave anything in her reach that she could use as a weapon.  
Lilly sighed heavily the Governor's words reverberating in her head. She'd never bothered to question herself when it was just herself, but now something she used to take pride was now being thrown back in her face.  
"A killer, damn good one too."  
She winced before another person's voice came to mind. "Don't let him in your head." Lilly pictured Michonne's dark eyes glaring into her giving her strength.  
The Governor  
The Governor threw the wooden chair as he walked down the hall frustrated. He knew she was just saying it to get under his skin, but that had been below the belt. He wanted more than anything to take that lovely neck of hers and snap it. He leaned against the wall of the cell breathing heavy his eye closed. His eye suddenly shot open with a good way to relive this tension.  
He strolled down the cell block giving small hellos along the way. In the last cell he popped his head in on two men one heavy set the other young with a scar on his neck. "Enjoying the accommodations men?"  
Both men had been roughhousing and stopped and immediately stood at attention. "Yes sir." Said the heavy set one.  
He chuckled. "At ease. You boys deserve it. We'll start refortifying the second fence tomorrow now that the snow's off the ground." They both nodded as he walked out and down toward cell block D and into the last cell being guarded by Shumpert.  
He walked inside. Michonne knelt in the center of the bare cell her neck and arms held in place taught by three chains attached to each wall.  
"Sometimes you just have to count your blessings" He thought to himself.  
________________________________________  
Michonne  
The Governor nodded to Shumpert who walked away. He pulled out a folding chair and set it in front of her. He sat down wide stance with his one leg resting on the other his hands resting on his knees. He leered at her the smiled warmly drumming his hands on his knees. "Well here we are."  
He tilted his head slightly examining her, his face calm and disgusted. "I thought of nothing but this moment for nea'ly a year." He shrugged lightheartedly. "Now the moment's here and I'm so flustered I don't know where to start."  
"Don't be scared if it's your first time." Michonne said smugly glaring at him.  
All of the lightheartedness disappeared from him. He got up and walked over to a small surgical table outside the cell. He picked up and examined a few tools all the while whistling the same creepy lullaby she heard Lilly singing. He finally settled on a simple pair of scissors. He walked back and knelt down in front of her so close she could feel the heat from his body. He gently stroked her cheek with the back of his hand wiping away a little blood from their earlier confrontation.  
"Whaddaya think?" He whispered. "Let's start small hm?" He stood up and played with her dread locks. "See if we can do somethin' 'bout this rats nest ya call hair." He grabbed a fist full and yanked up. Michonne grunted as he lifted her by her hair. He held the scissors up snipping them in the air before he loped off the dread locks in his hand by the roots. He grabbed another fistful and continued cutting until there were only a few stray tendrils left. He stood back his arms folded his head cocked to the side admiring his work.  
Michonne slowly looked up at him. Her dark eyes glared up at him defiant and unafraid. She couldn't allow herself to be afraid. Fear was how he operated. She couldn't help but wonder if it had done any good, if the others had gotten to safety. She'd given Daryl and Tyreese all the time and space she could, Lilly's words about what the Governor would do to Judith and Carl ringing in her ears the whole time. She didn't know if Lilly was even alive, but Judith was and everything she endured here was something Judith and Carl wouldn't have to feel. It was a small victory, but it was the only one she really had.  
She saw a flash of rage run through him. He opened up the scissors and held them by one blade and slashed Michonne across the cheek with the other. She made a small quick yell. He drove the scissors into her shoulder three times gritting his teeth almost on the verge of screaming himself. It was then she screamed out in pain.  
He stumbled back dropping the scissors. He was breathing heavy looking at his hand at the deep cut his grip on the scissors had caused. He glanced at Michonne who was heaving breaths her body shaking the chains slightly. He walked over to the table and grabbed some gauze and medical tape. He started wrapping it around his hand then tore it off and walked back over to Michonne. He sloppily stuffed the gauze over the wounds and taped them on.  
"Well a vast improvement I think." He panted. "Don't you worry darlin' we still have a long way to go."  
Lilly  
Time passed, but there was no way of telling how long for Lilly. There was the time when she woke up and the time when she went to sleep. She called that a day, but she had no way of really keeping track after a while she stopped trying. Every so often about two or three times a day usually when she fell asleep from sheer boredom she'd find a styrofoam plate of food left for her. She ate with her fingers. There were no utensils, not even plastic ones, nothing she could fashion a knife or pick out of. After a few days he began bringing her meals to her when she was awake. They were both silent while he spoon fed her like a fucking child. It was always him though and no one else. No one she could manipulate information from, or plant any seeds of doubt in. He really was being more careful now. Couldn't say she blamed him if she were in his position she'd do the same, but that certainly didn't help her much.  
After about a week she guessed she finally did see someone else; someone she'd honestly never thought she'd see again.  
Lilly heard the cell door open she looked up. "Hershel…"  
The man was alive but he wasn't well. He looked pale and thin. There were a million questions she wanted to ask, about him and about the others. The worst part was knowing she wouldn't be given the chance.  
Hershel Greene slowly entered the room with one crutch the Governor stood behind him and set down the same chair from before. Hershel sat in it and looked at Lilly while the Governor stood in the corner hand on the butt of his pistol.  
"How are you feeling?" Hershel asked and Lilly almost laughed.  
"Good for a POW." She said with a smile. "Thanks to you."  
"Didn't have much choice." He looked up at her with a weary smile pulling out a stethoscope and holding it to her stomach.  
Lilly laughed out of tension. He put away the stethoscope and gently pulled open the nightgown to look at the bullet wound. "No infection looks like it's healing up pretty well. How's the baby?"  
"Still moving." Lilly said as Hershel took her wrist checking her pulse. "The others?" She whispered.  
"My girls made it out Rick and Glenn." He paused and looked at her. "Michonne went back for Carol and Judith."  
Lilly's eyes widened. "Carol's dead… I don't know about-"  
The Governor cleared his throat loudly. Both Hershel and Lilly froze looking over at him. "Mind wrapping this up Dr. Greene?"  
Hershel turned back to Lilly buttoning up her nightgown. "Don't try anything stupid just yet." He whispered. "The wound is healing but it ain't healed."  
"Where are they keeping yo-" She stopped when the Governor walked over to them both. He looked down calmly at them as Hershel got up.  
"She's doing a lot better. The baby's doing fine."  
"Good to know. Thank you Dr. Greene." He said folding up the chair and giving a nod for Hershel to head back to the cell door.  
Hershel looked at him for a moment then gave one last look to Lilly before heading toward the door followed by the Governor.  
The Governor looked at Lilly one last time while speaking to Hershel. "I'll try to make sure she doesn't have any new bullet holes the next time you see her, but you know how difficult she can be."  
________________________________________  
The Governor  
Philip Blake stood out in the sunshine of his front lawn. The birds sang, children were playing across the street, as his former neighbors chatted over a barbecue grill. He saw Penny run past him. He watched her with a smile as she ran into the arms of his wife.  
They were at the park jungle gym Penny ran and sat on a swing, her mother sporting a large baby belly pushed her on the swing. She motioned for Philip to come towards her to take over. He walked over and pushed Penny on the swing the wind playing in her chestnut hair. She turned looking up at him beaming like it was her birthday. He could feel the warmth of her tiny back on his fingertips as he pushed on the swing. He didn't hear her say she wanted to go higher, but he knew she did. He pushed a little harder, not much at all, but it was too hard and she fell off the swing. He ran over to her, he hadn't meant to be so rough.  
She'd scraped her knee and her eyes were filling with tears. Philip kissed her head and looked at her knee that wasn't scraped now, but looked like a festering wound. How could this have happened? He was so careful; he hadn't meant to hurt her. Panic began to grip him. He looked back at his pregnant wife sitting on a bench next to a lean bodied militant looking woman with dark hair in a ponytail who was whispering something in her ear.  
Philip knew exactly what she was saying. Lilly was divulging every gory detail of the things he'd done, painting him as a psychopath not as a man trying to rebuild the world. The look on Sarah's face was a look of horror and disgust as she looked at him through the swing set. He felt Penny's tiny hands tugging at his arm. He wanted to yell to Sarah it wasn't true. She just didn't understand. They didn't know what it was like to lose them. He looked down at Penny her face grey the skin rotting. She dropped back her body limp mouth open blood pouring out of the sword wound in her head. He jumped back. No one understood.  
He heard his wife scream and looked as three walkers lunged at her each sinking their teeth into her skin. Lilly just slowly stepped back gun in hand willing to let this happen. He ran to his wife trying to pull her away, but it seemed like his hands couldn't grip her and she slipped out of his bloody hands. He looked at Lilly but she just stared back at him. Her dark eyes were cold and judgmental. He grabbed her by the throat pulling her to the ground strangling her. She didn't put up a fight and when he had choked the life from her he leaned back and saw she was pregnant with his child. Milton, Martinez, Shumpert, and Andrea stood staring at him like he was a murderer. No one understood.  
The Governor jolted awake in the bottom bunk of the cell next to Lilly's. Officially his quarters were in the old warden's office, but from time to time he'd rest here where he could keep an eye on his favorite guest. He sat up rubbing his face. He looked at his shaking hand half expecting to see it covered with his wife's blood. He groped around for his eye patch and put it back on his head getting up. He stepped out of the cell. It was still night, but he heard someone talking from Lilly's cell. He crept over to the sheet covering the bars opening it just a bit as his one good eye peered inside.  
There was no one else inside only Lilly standing the chain's length away from her bunk looking out of the barred window. "…and when little red riding hood arrived she didn't recognize the wolf because he was wearing her grandma's clothing… I always thought that was kind of a dumb move too." Lilly turned and sat back on her bunk continuing her story. "'come closer' the wolf said so red riding hood did. 'why grandma what big eyes you have' said little red riding hood. 'all the better to see you with' said the wolf. 'why grandma what big….'" Lilly paused rubbing her stomach. "This is stupid." She said softly. "I won't bore you anymore. The story ends with little red and grandma getting eaten then the huntsman, who appears nowhere else in the story, comes and saves the day." She sighed laying back on the bed still touching her stomach thoughtfully. "Once upon a time there was a girl all alone in the woods. The woods were full of monsters as you'll find out one day, and the girl was very scared. Then one day she came across a pretty town led by a tall and handsome man named…" Lilly paused for a moment. "The man said 'come to my town where you'll be safe and be happy.' But the girl had met many monsters in her travels and knew that the scariest monsters are the ones you can't see." She paused again. "Still the girl stayed in the town and for a time she was happy, until one day she realized she had become a monster herself…" Lilly stared off into space. "The town was really a town for bad things…and so the girl was happy… Soon the girl realized that one day she would have a child. 'But will my little baby be happy here too?' she thought because the girl didn't know if she'd become a monster or if she was one all along." She closed her eyes. "I think that's all for tonight if you're not sleepy I am." She kissed her hand and touched it to her belly. "Goodnight and sweet dreams." She said pulling up her blanket and turning over.  
The Governor watched the scene unfold. He lightly tapped his finger against the wall beside the cell a thin evil smile on his face.  
Since the moment he'd found out about Lilly and their baby his mind had been flooded with a mixture of hope, joy, and contempt. He'd pictured Andrea one day stepping into that role; strong and loving, she'd have been an excellent wife and mother. He didn't hold anything against her the way he still did for Merle, Milton and Lilly. He'd gotten most of that out of his system in the time she was in the chair meant for Michonne. She was just weak that was all. He should have kept a better eye on that snake-in-the-grass Milton. Watching this little scene though, made him realize something about Lilly. She was never going to pull the trigger. He leaned his head against the wall as he continued to watch his girl, his two little monsters fall asleep.  
Daryl  
Woodbury log entry one  
June  
After all we've been through Woodbury still stands. It's become like a beacon of hope in a dark and terrible world. At its helm is Philip Blake or the Governor as history will remember him. He has led us out of darkness and has been for so many of these people as well as myself, a savior. Knowing all he's been through, having known him before and after the disaster makes me really marvel all the more at what we've built...  
Daryl sighed rolling his eyes as he thumbed through the Woodbury chronicles. "Jesus Milton. Stop sucking his dick for five seconds and tell me something I can use." He continued to thumb through the notes and journals in the apartment the group had assumed was Milton's.  
"Anything?" Rick said as he walked up to Daryl.  
"We picked the weapons and meds clean last time we were here. Nothing really left but clothes and personal shit."  
"What's that?" Rick said pointing to the small book in Daryl's hand. Daryl handed it to him. "The Woodbury Chronicles." Rick read the title on the cover trying not to laugh.  
"Milton's school girl diary. Thought it might give a few tips on what the Governor's next moves are." He adjusted his crossbow as Rick thumbed through the pages. "Lilly just told us his attack and raid strategies. If he's planning on making the prison his new Woodbury he'll probably start the same way he did before."  
Rick glanced up at Daryl from the book. "That's smart."  
"Nah it's just all we got." He glanced around the room they'd only seen a handful of walkers in the town, but still being here was making him edgy. "He might let his guard down long enough for us to get to Michonne, Hershel and Lilly."  
Rick looked down at the book before putting it in his pocket. "You think they're alive?"  
"I know they are. He shot Lilly but a man who was going to kill ten people over his walker daughter isn't going to kill the mother of his child, not til she pops anyway. He needs a doctor to look after her so Hershel will stay alive as long as she does… Don't know about Michonne."  
"She ain't dead til we see a body." Rick bit back with more anger than he meant to.  
Daryl's face hardened as he looked back at Rick. "Be careful what you wish for." He brushed past him. "com'mon let's go. There ain't nothin' else here."  
Rick followed him out. The two walked down the street in silence toward the car where the others were standing watch. "You wanna talk about it?" Rick asked.  
"Ain't nothin' to talk about. Second I see the Governor all that's gone be left of him is his fucking eye." Daryl walked up to Maggie and Glenn standing outside the car. "let me guess nothin'"  
Glenn took in a breath. "There are a decent amount of vehicles left. We can hot wire them easier to stay on the move"  
"Also a cheap and dirty battering ram or am I the only one who remembers we're trying to attack them and get ma dad back?"  
"Maggie…" Glenn said putting a hand on her shoulder which she shrugged away before getting in the car.  
Glenn slumped a bit. Daryl turned to him. "Hey man she's just worried s'alright."  
"She might have a point though." Rick said walking up to them. "We're sure as hell not finding enough ammo to take them on and we lost what extra we had in the attack."  
The three of them were silent for a moment. Daryl turned and hammered on the window of the car. "Tyreese, Maggie, let's go you're getting a car each." He glanced over at Beth who was rocking Judith. "You too. Glenn?"  
"Yeah?"  
"Com'mon I'm gonna need someone to teach these guys how to hotwire and joust with a SUV."  
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Chapter 13  
"Merle!" Lilly yelled as she marched over to where Merle was chatting with two of the Governor's men near a red truck. He caught her out of the corner of his eye but pretended like he didn't see her which only enraged her more.  
Lilly got in between him and the other two and punched the driver's side door denting it. "I let a lot of your shit slide Dixion but don't you ever fucking ignore me!" Lilly hissed at Merle pointing a threatening finger in his face.  
The other two men jumped back their eyes alternating between Lilly and the dent in the truck. Merle just looked at her unfazed. He glanced at the two men. "Boys tell the Governor I'll be along in a bit me and the little Mrs. Need to have a chat." The two men scurried away before Merle brought his attention back to Lilly. "Some'in on your mind, Pussy cat?"  
"Did you know about that?" Lilly said her voice low and cold. "You let him alone with her."  
He scowled. "As a last resort if it came to that. I think that's how you put it." He looked at her with a bitter glare. "Well it did. Chinaman wouldn't talk so the Governor decided to sweet talk his girlfriend for a bit."  
"That is not how we do things!" Lilly bit out.  
"Who the fuck do you think we are Lilly?!" Merle yelled in her face out of nowhere. "We're the Governors cloak and dagger boys or did you forget that?"  
"That's right we take care of the heavy lifting around here but we don't do it for fun. We're doing it to stay alive!"  
Merle looked around with a bitter smile on his face. "You think that matters to the people we take care of huh? That we're not enjoying it. You think all those men whose skulls the Governor bashed in, hell the ones we helped smash in ourselves gave a damn if we were having a good time doing it?"  
Lilly was silent while she just looked at him. "I wasn't talking about killing Merle…" She said softly.  
Merle looked back at her a mixture pain and something else on his face. "My brother's alive. Him and the Atlanta group they took the prison"  
Lilly looked at him wide eyed. "The pri-"  
Merle said looking away with a smile. "He's one tough son of a bitch, my baby brother."  
"Merle!" Martinez called to him waving his arm. "Governor wants to see you now!"  
Merle looked at him then looked back at Lilly cocking his head with a smile. "Duty calls." He turned and began to walk toward Martinez.  
"Merle wait." Lilly said. She wanted to tell him not to go, to run now while he still had the chance. While he still had a brother. His brother was still alive and they had just beaten and raped some of his people, and Merle was the lieutenant to the man that ordered it. This was a mess that was well on its way to becoming a bloodbath.  
"Yeah?" Merle turned to Lilly.  
Lilly thought of the million thoughts rushing through her head, but none of them came out. She shook her head and gave a small wave. "Nothing." It wasn't that she couldn't think of anything to say. It was the fact that whatever side Merle would have to choose she already knew which one she'd have to fight on.  
Lilly watched Merle give a small annoyed shrug then walk with Martinez toward the Governor's apartment. She'd made peace long ago with the fact that there would always be a day when she had to kill the people she'd gotten close to, she just didn't think she'd have to do it while they were still alive. She turned on her heel and punched the car door again before walking back to her room.

Lilly's head jerked toward the cell door when she heard it open. The Governor walked in holding a bucket of water with a rag. He closed the door locking it behind him then turned back to Lilly. Lilly who was still sitting on the bed looked at the bucket then at the Governor. "You're not fucking serious…"  
He looked up at the ceiling with a labored sigh. "Listen I realize bathing might be a new experience for you in this place-"  
"Any part of you touches any part of me, you ain't getting that part back." It wasn't bad enough that he degraded her by spoon feeding her, isolating her, kept her chained to a bed and now this?  
He glared back at her unimpressed. "There is the easy way about this or the way with chloroform." His voice changed to low and threatening. "but it's happening one way or the other."  
Lilly glared at him before standing up.  
The Governor's body relaxed as he walked over to her.  
Lilly stood rigid as he slowly set the bucket near her and put a towel down on the floor. He knelt down and reached his hands for the edge of her night gown and she jumped back. He looked up at her resting his arm on one bent knee. "May I?"  
Lilly looked down at him trying to steady her breath. She bit her lips and turned her head. She felt him lifting up the gown. It couldn't come off completely though because of her handcuffs. The room suddenly felt colder as she turned and looked at him.  
"You'll…" Lilly began suddenly feel the weight of all these weeks pressing on her. "You'll have to undo my cuffs."  
"No I don't think so." He said lightly with a warm smile as though he were addressing a child.  
"I don't want to be stuck in a wet night gown and I can't move my arm away from my chest." She bit out staring at the floor.  
He looked at her for a moment before reaching out and jerking up her broken arm in the sling. A small cry of pain escaped her despite herself when he pulled on her arm then dropped it. His eyes studied her for a moment as she panted in pain clearly satisfied with her helplessness. "Okay." He said lightly. Slowly he began to unbuckle his belt his eyes still locked with hers.  
Lilly's jaw tightened and her heart jumped up in her throat. He looked at her a few moments before smiling thinly and walking over to the cell door and hanging his belt and holster. He reached into his pocket pulling out the key. He walked over and unlocked the handcuffs.  
"If ya'll gettin' any ideas about some great escape just remember," He said removing the cuffs and setting them on the top bunk putting the key back in his pocket. "you're still down an arm and the door still locked."  
"And if ya'll get any ideas of any kind. Remember my busted arm won't be enough to save you." She glared at him as he slowly and delicately removed the gown from her body. She cradled her arm trying to cover her breasts as he folded her gown and set it near the handcuffs. She could feel his eyes on her as he took a step back regarding her.  
His one eye looked wide for a moment as though he were looking at her for the first time. He bent down dipped the washrag into the bucket and wrung it out. For a moment Lilly couldn't take her eyes off of his hands their terrifying strong grip. His eye locked with hers and he slowly advanced toward her. He leaned close and whispered in her ear. "Don't flatter yourself."  
Lilly's eyes shot over to him in a death stare her cheeks feeling flush. Lilly couldn't help but hate herself slightly. He could kill her at any moment but instead she was feeling self-conscious about her pregnant body.  
He touched the rag to her back. She jumped letting out a small yelp as the cold drops of water dripped down her back.  
The Governor poorly stifled a chuckle and tilted his head down.  
Lilly exhaled through her gritting teeth.  
"Sorry I thought it was warmer." He said softly as he ran the rag down her back.  
Lilly managed to keep her composure enough not to shake on the outside, but inside she was trembling. As his hands ran slowly over her body she couldn't help but think of Maggie and what she must have went through. Part of her felt like she'd had this coming. Lilly had known the Governor long enough to know he didn't have any interest in taking anyone while they were kicking and screaming. It wasn't the pain that excited him; it was the power. It was the same kind of thrill he got from manipulating others in general, having a whole town worship him as a savior and having women worship him as gentleman. But most of all he loved making strong people feel weak; taking away any will or control they might have.  
He'd done this to everyone, Maggie was just the most overt example. Merle thought he was nothing but the one to handle the dirty jobs, Andrea and Milton thought there was no life outside of Woodbury for them. Rick was nearly convinced that giving Michonne over was better than the Governor's wrath. And the way Lilly was being violated now as she stood there naked and exposed, he might just as well have pinned her down to the bunk.  
"You don't think you deserve this do you?" The Governor said looking up at her as his hand rest on her stomach near her breast.  
"What?" Lilly's voice was just a rasp.  
His one eye stared into hers as though it could see right into her mind. "You do."  
Lilly swallowed hard her whole body tense.  
"We both do." He looked at her stomach for moment before bending down to the bucket, dipping the rag in and wringing it out.  
He stood up behind her gently lifting her hair and touching the rag to her neck. "We're not the people we were supposed to be Lilly. We became what we had to become to survive." He whispered to her. "There's no shame in that."  
Lilly could feel him stroking the back of her neck with the back of his hand. "I've made a lot of mistakes. All I'm askin' for is the chance to make up for them." He let her hair fall and she glanced at him. "I think we're both pretty clear where we stand on killin' one another for the sake of this baby."  
Lilly couldn't help but smile. "Philip, I'd be willing to kill you for a Klondike bar."  
He smiled back at her. "And yet you never did."  
Lilly's smile disappeared and her shoulders tensed.  
"Don't you think," He turned her head looking into her eyes sympathetically. "Our child deserves better? Is it so much to ask to live in a world where they haven't lost a mother…" He paused. "or father?"  
Lilly knew he wasn't talking about himself and she squeezed her eyes shut for fear she'd cry.  
He picked up the towel off the floor and began to dry her off, daintily handling her broken arm. He took the night gown from the top bunk and carefully draped it back over her. After he'd put her arm back into the sling he picked up the handcuffs. "You're a prisoner not a guest." He held her hands and wrists in his hands gently stoking them. "Doesn't have to be that way Lilly. You know there's a place for you."  
"Barefoot and pregnant I'm sure." She said glaring down.  
He tilted her head up to look at him. "As a soldier."  
Lilly's brow knit again as she looked at him.  
The Governor smiled again that calm and collected smile. "Once your back on your feet a' course. It's where you belong." He was still gently rubbing her hands and wrists. He glanced down at them before putting the handcuffs in his pocket. He set the bucket down and grabbed his holster.  
Lilly took a step back cradling her broken arm as he picked up the bucket and towel and walked to the cell door. He set down the bucket and grabbed his holster putting it back on as he spoke. "I can tell the past few weeks have bruised ya pride and for that I apologize." He unlocked the cell door and picked up the bucket turning to her one last time. "But please try and think it over." He said with a wink before leaving and locking the door behind him.  
Lilly stood there for a moment rubbing her wrists. She quickly walked over to the barred window looking outside. In the side yard she saw half a dozen armed men working on the fence or rather the wall on the outermost part of the prison. He was right, this place had become a good fit for her. She looked down at her broken arm and tried to open and close her hand. It complied slowly and numbly. She looked back out the window her hand instinctively touching her stomach. The snow was off the ground; spring was here and time was running out.  
Michonne  
Michonne had been struggling to breathe the past few days. The Governor had duct taped her mouth to muffle her screaming between that and what felt like a collapsed lung she drifted in and out of conscious from lack of air and the pain caused by tortures she didn't think any human being could inflict upon another. Her body hung limply from the chains; naked, burned and bloody what was left it at least. She could hear the familiar clinking and clanging of metal and knew he was back.  
"Bye bye baby bunting daddy's gone a…" He stopped singing. "Don't ya hate that? You get a tune stuck in your head" He twirled his finger near his temple. "then you can't get it out."  
From her one good eye she saw him pull out the photo of Penny, gently kiss it and pin it on the wall where they both could see it. He hadn't taken the other eye he'd just left her with one that she could still use.  
The Governor walked over to the table and picked up a wire hanger and a glass of scotch. "I thought you might be gettin' bored with the usually toys so I thought I'd switch things up a bit." He knelt down holding the hanger under nose. "I don't even know what I'm gonna do with this." He set the hanger down and lifted her head. "How ya holdin' up sweets?" The Governor paused. "that's good." He stood up taking a sip of his scotch. "She's startin' to come around." He shrugged. "I'm glad, I wasn't lookin' forward to killin' her." He grinned sheepishly. "Well ok maybe a little."  
He leaned casually on the chain nearly ripping what was left of Michonne's right are out. Michonne screamed through the duct tape. The Governor back handed her. "I believe I was speakin' ya mind?"  
That was all he ever did; talk incessantly. About Lilly, about Penny, and about Andrea. The things he'd said about her, what he'd done to her before and after he'd captured her turned Michonne's blood cold. More than once she'd lost her cool, but she'd learned to tune it out and simply watch and wait for him to slip up. His favorite topic lately was counting the days since Rick and the others hadn't come to her rescue.  
"What are we at now hm?" He tapped his glass thoughtfully. "forty… something. Fifty ya think? Naw." He stopped resting on the chain and crouched in front of Michonne. "When we get to fifty I'll do something really special to mark the occasion." He set down the glass and brought his hands together in front of his lips thinking. "Now I remember. Forty-three days and sixteen hours and still…" He shrugged looking sympathetically at her. "nothing. No great siege, not even attempt." His eye looked wide and thoughtful. "I thought, and maybe this was just me, that they were more attached to you than that." He smiled laughing lightly. "Givin' ya charmin' personality." He said gently touching the side of her face.  
"Sir?" Michonne heard a man's voice from outside the cell.  
The Governor scowled baring his teeth before he stood up. "Didn't I say I wasn't to be disturbed?"  
"I know sir, but Martinez is back, he says it's important."  
The Governor sighed looking down at Michonne. "Ain't it always the way? You get in the mood then duty calls." He took another sip of his scotch then poured the rest on Michonne. "Don't wait up sweetheart." He pulled out a zippo lighter flicked it on and tossed it over his shoulder onto her. Michonne's body twisted and writhed in agony.  
"Put that out at some point." The Governor said to Shumpert. He did, unfortunately he didn't see the hanger still right in from of Michonne when he did.  
The Governor  
The Governor strode down the hall of the cell block toward the front of prison where Martinez was waiting with someone with a hood over their head.  
"This better be good." He said to Martinez  
Martinez grinned. "Oh trust me it is." He pulled off the hood to reveal Daryl.  
The Governor smiled as he walked toward him.  
"Caught 'em lurking around. Thought you'd want to say hello."  
"I'm dyin' to know, did you find your brother?" The Governor asked with a warm and friendly smile.  
Daryl looked at him his expression blank, cold and unchanging.  
"Martinez," The Governor said turning to him. "set 'em up next to our other guest. I want him in earshot of all the fun."  
Martinez hooded Daryl and pulled him away toward cell block D.  
Daryl  
Woodbury Log entry 74  
December?  
Death toll stands at 23 since we lost Marjorie last week. Still no way of treating the fever once bitten.  
To be omitted in final draft  
I found out why the bodies of the bitten are not seen for a proper burial. Philip has been saving the heads, though for what purpose I shutter to think. He argued that with the gunshots to the heads mutilate the faces too badly for funeral services. It would only serve to disturb the loved ones. Everything can be put to use even biters he'll say. I understand my uses for them, but I don't understand his. I'm also beginning to suspect the raids and why Philip insists on going on each one.  
Daryl closed the book when he saw Rick walking up to the car. He sat up in the back seat and opened the backdoor so he could talk to Rick.  
Rick leaned on the door. The past month looked like it had aged him more than the past six. "Running low on food… again."  
"No sign of Morgan?" Daryl asked stuffing the book in his back pocket.  
"No and it looks like they or somebody else cleaned him out." Rick looked out into the setting sun. "What we got is what we got." Rick looked down at his shoes. "Daryl… we don't know if any of them are still alive. We've been wasting all this time looking for ammo or something real to fight them with, but-"  
"You think if it was you Carl would just move on?" Daryl said looking at Maggie huddled with Glenn and the others around the fire. Daryl turned back to Rick. "This plan is the only one we've got."  
"Yeah, but I don't see why it's gotta be you." Rick hit the door slightly with frustration. "I need someone to help protect this group!"  
"What do think I'm doing?" Daryl said standing up. "Sides this all goes south you still got Tyreese and we'll still get the Governor"  
Rick rubbed his face. "That's why I think it should be someone else. I just don't know if your mind is thinking clear on this. Since-"  
"Since what?" Daryl glared at him. "Since he killed my brother and let him turn, since he gunned down a woman with a goddamned baby? Since he ran us out of house and home and forced us to live in the damn woods nea'ly all winter? I mean who is it going to be huh? Glenn? You? Maybe Maggie's up for it."  
Rick grit his teeth. "That was out of line."  
"This is all we got Rick," Daryl pulled out the journal waving it around before handing it to Rick. "We know how he operates now, but we still only got one shot at this."  
"We know how Milton thought he operated. It might not be much of a shot."  
"That's why it's gotta be me." Daryl said with a shrug. "If this goes south you'll still be able to get to Michonne, Hershel, and Lilly."  
"What about you?"  
"I'll give Merle a kiss for you when I see 'em" Daryl said emotionless. Before Rick could say another word Daryl walked over to the others near the fire.  
________________________________________  
Lilly  
Lilly was shadowboxing as best she could with one arm. She tried a few kicks but didn't want to strain herself for fear of the baby. The baby, the governor's child and hers; she could have broken out of here by now if it wasn't for the stupid kid. Lilly stopped and panted. That baby was also the only reason she was still alive right now. It was bad enough that she was a prisoner she was a prisoner hiding behind a child. Even worse was the realization that she had changed, she had gone soft. All of the things she'd done to stay alive began to haunt her now. Good and bad, right and wrong were starting to become real again. The thought that really scared her though was the idea that maybe this world hadn't affected her at all, maybe she was always a killer, just like the Governor was always a psychopath underneath it all. What chance would the baby have then?  
"We're not the people we were supposed to be Lilly. We became what we had to become to survive. There's no shame in that." Lilly could hear the Governor whispering again in her ear. Absolving of all she'd done. It was just survival.  
Lilly grit her teeth and began punching the air again. "Don't let him get in your head." She repeated Michonne's words to herself.  
Michonne was the last person Lilly wanted to think about. Some part of her knew what she'd been dreading was true. Michonne was there in the prison somewhere facing horrors she couldn't allow herself to imagine. When she thought about it, she could feel herself losing control, forgetting any kind of reason she had but the desire to kill him for all that he'd done, all that he would do.  
Lilly stopped for a moment then ran over to the bunk and began punching the pillow. Sweat poured from her face and knew she was letting her emotions get the better of her, pushing herself harder than she should. Lilly sunk her nails deep into the pillow clinching her jaw. She couldn't afford to be careless. She heard footsteps coming down the hall.  
Lilly sat down wiping the sweat off her brow with the blanket when the Governor walked in holding some clothes. He shut and locked the cell door behind him and walked over to the bunks.  
"Stretchin' your legs?" He said warmly with a smile. "Here I brought some fresh clothes." He set the clothes on the top bunk. Lilly watched like a hawk but said nothing.  
"I'm still the devil incarnate I take it?" He leaned on the side of the bunk and shrugged. "Never stopped you from joining up before. A wolf in sheep's clothing I think you called me." He smiled down at her.  
"Didn't have anything to lose then." Lilly said locking eyes with him.  
He sighed walking over to the window and peering out.  
"You're men are quite impressive." Lilly said evenly.  
"No your men are quite impressive." He said turning to her. "They could use someone like you, to lead them, to train them." He leaned on the wall beside the window staring at her. "It's what you always wanted isn't it?"  
"So you did all this for lil ol' me? How sweet." Lilly said with a smile in an instant it disappeared and her usual glare returned.  
"You know why I did this." He said with a blank expression that chilled Lilly to her core. It wasn't cruel or malicious, there was just nothing there.  
Lilly looked down. "She was dead already."  
"I know." He said softly. Lilly's head shot up to look at him her brow knit.  
The Governor went back to looking out the window. "What died that day wasn't just the shell that used to be my daughter. It was the last part of who I was before all this."  
"You said you wanted a second chance," Lilly said walking over to the window at the men lining up for training. "For what?"  
The Governor looked down at her, but she continued to stare out the window. "To find out if there is anything left of the man I was before."  
Lilly smiled. "You were still a wolf in sheep's clothing," She looked up at him. "Just with less power."  
He frowned glaring at her. "I'm sorry to hear that." He began to walk toward the cell door before Lilly's words stopped him.  
"I never said I had a problem with that."  
The Governor turned to look back at her.  
Lilly smiled again glancing out the window. "Looks like your boys are about to start training. I'd like to see what they know, if I may," She looked the Governor in the eye. "...Sir."  
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16  
Rick  
Rick hammered another board on the tree branch. A few more and it would be large enough for Tyreese Carl or himself to sit and wait for the Governor and his men. He spotted a walker wandering near the tree. He drew in a breath and was about to hop down and kill it.  
"I got it Dad." Carl said softly sitting on the boards in the tree across from Rick.  
Carl carefully aimed his gun and silencer at the walker and fired. Rick smiled and gave a nod. Carl just looked at him then went back to work.  
Things had become strained what with the group splitting up for Daryl's suicide mission, Carol's death, Lilly, Michonne, and Hershel taken. Beth had stayed with Tyreese, Carl and Rick near their camp site, while Maggie and Glenn got in place to take the prison. Beth was really the only person he seemed to talk to anymore and she was the only person Judith responded to since what happened at the prison. In the blink of an eye both of his children had become estranged from him, and he was still too unhinged to do anything about it.  
Rick gave his head a small shake and was about to begin hammering again when he heard something else moving in the brush. "Carl!" he whispered.  
Carl aimed his gun toward whatever was moving in the brush. Out stepped a deer, a small undernourished doe. Carl lower his gun looking at the doe as it tentatively walked near the trees. Rick smiled watching Carl and the doe. Then Carl raised his gun and shot the doe in the head.  
Rick was stunned as he watched Carl climb down and examine the deer. "Carl… why did you kill it?"  
Carl looked up at Rick his face blank and calm. "Now we have dinner." He said with a shrug picking up the carcass and taking it back to the camp site.  
Lilly  
Lilly struggled to get her sweatshirt on. Her sweat pants had been cake, but she was struggling to pull her sweatshirt on with her right arm hanging painfully and uselessly at her side. After a few more grunts and curses she heard the Governor knock on the cell door outside.  
"Need some help?" he asked gingerly.  
"No." She barked. When she realized she's spent the past four minutes trying to get her head and shoulders in the hood hole she relented. She threw the sweater down on the floor and drew in a breath. "…yes."  
Lilly covered her breasts with her good arm as the Governor walked in with a spring in his step that she really didn't care for.  
He knelt down picking up the sweater. The Governor glanced up at her with that cheeky glint in his eye, like he used to before everything went to hell. "Are you familiar with the phrase pride goes before destruction?"  
He stood up and started whistling as he determined which end to stick over Lilly's head.  
"Are you familiar with the term schadenfreude?" Lilly said dryly as he put the sweater over her head. She quickly popped her head out of the hood feeling a momentary panic having the sweatshirt over her head. She quickly put her left arm through the sleeve.  
He stopped whistling as he gently took her right arm and carefully pulled it through the sleeve. "You think I enjoy this?"  
Lilly winced and helped her right arm through the sleeve with her left and cradling it once it was done. "I think you get off on power." She said calmly looking him in the eye for a moment.  
He studied her for a moment then looked at the ceiling as though pondering what she said. "Can you think of anyone who donn't enjoy power when they get it, really?" The Governor looked back down at her. "'ccept you, of course. You never enjoyed leadin' your men during the raids." He gave her a knowing look.  
Lilly scowled turning her head while the Governor softly chuckled.  
The Governor was silent while he helped her arm back into the sling. He took a lock of her hair twisting it in his fingers studying it for a moment. "I meant what I said, you know." He said softly.  
Lilly's breath caught in her throat.  
His lone blue eye ticked up to meet hers. "You really do glow." He swept her hair back running his fingers through it pulling it into a ponytail. He knelt down and tied her combat boots all the while whistling the same tune as before that Lilly finally recognized it.  
She felt a chill run up and down her spine when she realized she'd been singing the same song to her child. "w-w" She began shakily before clearing throat. "What is that?"  
"Pardon?" He stopped as he finished one boot and began on the second.  
"That song I… I've heard it before."  
The Governor looked up at her and his blue eye looked glassy for a moment. "It's… nothing." He finished tying her other boot then stood up in front of her. "It's a song my mother used to sing to me when I was little. I used to sing it to Penny when she was first born." He said softly. Without another word he walked out of the cell and Lilly followed.  
Chapter 17  
________________________________________  
Lilly  
The scrawny pup with a scar on his neck was better in grappling than Lilly thought he'd be given his wiry frame.  
"Mooney." The Governor whispered down to Lilly as he watched the men sparing in the basketball court. "Bit of a hot head most of the time but he keeps his cool in battle."  
"Scarface?"  
The Governor rubbed the bridge of his nose. "Yes… but he's a bit sensitive about that nickname."  
Lilly was leaning against the wall of the prison next to the Governor scanning the whole scene. Neither man fighting nor any of the others in the semicircle around them looked older than twenty-five.  
"Well?" The Governor said folding his arms.  
Lilly cracked the knuckles of her left hand. "Well what?"  
"What do you think of your men?" The Governor said looking down at her with a smile.  
"I think they're young."  
"So are you." He said coolly.  
"Thank you but I'm not as young as them." Lilly's eyes narrowed as she looked at them.  
The Governor looked at them almost sadly. "You're right. Not a single one of them was more than a teenager when this began." He looked down at her. "They're used to this world. They don't hope for everything to go back to normal. They're adaptable; reliable."  
"Impressionable." Lilly glanced up at him.  
"The lady donn't approve?" The Governor watched as Mooney started to get the upper hand in the fight.  
"Didn't say that. I just meant young people in general." Lilly winced as Mooney knocked out the other kid's teeth and pinned him on the ground. "It's easy to work around a moral compass if you've never developed one." Lilly leaned her head back on the prison wall. "They've done studies on the brain, you know, to see what parts of brain lit up when faced with a moral dilemma." Lilly put her left hand behind her back to keep from putting it protectively over her stomach. "They'd present the people with a scenario question and study how they answer. You're hiding in a hut with a small group of people while your village is under siege. Your baby is crying in your arms. You cover your child's mouth. If you take your hand away the soldiers hear the sound and they will kill you, your child and everyone in the hut. If you continue to cover your baby's mouth your baby will die." Lilly's eyes moved over to the Governor who leered down at her. "No need to ask what you'd do in that situation."  
"Which is the evil answer right?" The Governor said bitterly. "It's much better to let your child die."  
Mooney stood up when his opponent finally tapped out. He waved his fists in the air in triumph.  
Lilly laughed and smiled bitterly. "You see now that's the interesting part. People think that's the question of ethics but it isn't. See your baby dies regardless of whether you or the soldiers do it. The real question is, are you willing to kill everyone in that hut because your child is dead. There is no right answer. Either way" She glanced up at him. "You've blood on your hands."  
The Governor looked down at her for a moment his face blank. He applauded for Mooney without even looking away from Lilly. Before he could say anything a young man with long blonde hair ran up to him.  
"Sir, um," The young man looked warily at Lilly. "There's a… situation."  
The Governor's brow furrowed before he nodded. "I'll be there in a moment." He turned back to Lilly. "My apologies for cuttin' this delightful conversation short." The Governor waved to Martinez who was patting Mooney on the back.  
"Well, well, well our girl's alive." Martinez said as he strode up to the two of them.  
"And kicking though not much else." Lilly said with a small smile.  
The Governor put a hand on Lilly's shoulder. "Keep an eye on our girl, will you? I'm needed somewhere else. Be sure to show her the improvements we've made to the place."  
He smiled one last time at Lilly which for some reason chilled her, then walked away with the blonde.  
"Gotta say Lills" Lilly heard Martinez say as she watched the Governor. "I'm impressed."  
"Funny." Lilly said before she turned and glared coldly at Martinez. "I was just about to say the same thing to you."  
Martinez scowled confused.  
Lilly brushed past him. "Com'on you're supposed to be giving me the grand tour."  
The Governor  
"Gone?!" The Governor yelled as he grabbed the young blonde holding him up by his shirt. "What do you mean she's gone?" He growled hold the trembling boy up, his feet barely touching the ground.  
"S-She picked the locks somehow. We heard a gunshot. She stabbed Shumpbert in the h-head-" The boy's body dropped to the ground when the Governor let him go.  
"What about Dixion?"  
The blonde haired boy looked up confused. "Who?"  
"The other prisoner!" The Governor yelled and stepped towards him as though he were about to strike him.  
"Oh! No no he's still in his cell."  
"Good. Keep an eye on him. Tell everyone else to search the grounds, even the men on watch." The Governor pulled out his gun cocking it. "If she does escape here it won't be alive."  
Chapter 18  
________________________________________  
Michonne  
Michonne took advantage of the Governor while his back was turned after he shot Lilly. She dove at him driving her elbow into the back of his neck he fell forwards away from Lilly. Out of the corner of her eye she saw Lilly shake and struggle on the ground but there was no time to help her. She didn't even have time to find her katana so she did the best with what was on hand. She took the sheath from her over her shoulder and was on top of the Governor trying to crush his wind pipe with it. He reacted quick though and gripped the sheath just as it was over his neck.  
She caught sight of Daryl and Tyreese running in. In the split second she took her eyes off the Governor he overpowered her and before she knew it he was on top of her trying to strangle her with the sheath.  
Daryl aimed his crossbow at the Governor but ducked down when gun fire from the Governors men came at them.  
"Get Judith!" Michonne screamed. Michonne could feel the sheath coming down on her neck. The Governor's eye stared at her white rimmed as he grit his teeth over her. She kneed him in the groin and elbowed him across the jaw.  
Michonne scrambled to her feet and ran to the lockers where her katana had landed.  
Daryl dove for the lockers and scooped up Judith while Tyreese covered him. He ran back to the doorway where Tyreese was.  
"Fuck I'm out." Tyreese said just before he yelled as he was grazed in the side by a bullet. He fell to his knees in the doorway.  
Michonne looked over at him listening to the sounds of the men and the bullets closing in. Tyreese, Daryl, Lilly… and Judith, all were about to die. Michonne quickly moved tothe Governor who was on his hands and knee grabbed him by the hair and held the katana held to his neck. In the next moment she was surrounded by men all pointing guns at her. Everything was silent as the gun fire stopped.  
Michonne's heart raced, in that moment when she knew there was no way out she became suddenly calm. Her eyes darted to each of the men as they inched closer. "Take another step and I'll cut his head off." She said giving the Governor's head a jerk up bringing the katana closer to his throat. Her eyes met Daryl's. "Go… go."  
Daryl looked at her horrified but he didn't waste any time. He pulled Tyreese's arm over his shoulder and began backing out of the room.  
"No wait we can't!" Tyreese said but he couldn't put up much fight.  
Michonne's eyes were back on the men as she heard Judith's cries grow fainter as she, Tyreese, and Daryl got to safety. Then she heard what she'd been expecting soft foot steps behind her. She brought the Governor's head closer to hers. "Tell them to back off or I'll slit your throat." She hissed.  
The Governor just chuckled. "Frustratin' isn't?"  
The men were inching closer and so was whoever was behind her.  
"You have me right here, you could kill me right now." he whispered to her. "If you do though, you're as good as dead. Still… it's still so tempting isn't it?"  
Michonne's grip tighten on the handle of the katana so much it hurt her hand. Whoever was making the footsteps was right behind her now.  
"Did you feel like this when you killed my little girl?" He growled his voice low, barely a whisper.  
Lilly and Carol were dead, but Daryl, Tyreese and Judith were alive. Maybe it was enough, maybe it would be enough to get her through what she knew she'd have to endure. A little girl would live because of what she did here.  
"Believe me darlin'" He hissed. "When I'm finished you'll wish you had died."  
Michonne closed her eyes and drew in a breath before the gun butt to the head knocked her out. A real flesh and blood girl would live. That still mattered more than killing the corpse of a little girl, no matter how many times he'd force her to relive that.  
________________________________________  
Lilly  
Lilly jumped back as the walker chained to the outside of the fence snared at her. "…that's fucked up." She said softly. There were walkers attached to the reinforced fence surrounding the prison; one every two meters or so.  
"But effective." Martinez said smacking the walker away from the fence with his bat. "Keeps other walkers away, and any other unwanted intruders."  
"and people inside." Lilly said under her breath.  
Martinez shrugged. "Not if they use the main gates." His eyes ticked over to her. "Don't get any ideas Lill. The Governor says you're still on thin ice."  
She smiled. "Yeah I can still feel it." She said giving her right elbow a squeeze. "What I still don't get is why the fuck you stuck by his side." Lilly turned to Martinez.  
"When that bunch of pussies didn't do what they were told?" Martinez turned his head and spat. "Went into battle then stood there like a bunch of deer in headlights. What did you expect would happen?"  
"I expected them to get massacred" Lilly's tone was calm and even. "by the people they were fighting, not by the man leading them into the fray." She glared at him.  
Martinez stared out of the fence glaring past the walkers. "You weren't there." He said under his breath.  
"Damn right. If I had been I've shot him myself." Lilly said through her teeth.  
"Keep your voice down!" he hissed. "You ran off remember? And you act like you gave a shit about the Woodbury bastards anyway."  
"I didn't, not after the way they turned on Merle like that."  
"Hey!" Martinez said getting in her face. "Merle turned on us first. He and that group of psychos were planning on taking over-"  
"Oh hell! Listen to yourself." She shot back nearly laughing. "Seriously when have you ever known Merle Dixion to have a fucking plan?" Lilly lowered her voice. "Merle didn't do what he was told; Merle pissed him off. I didn't give a damn about them, but he did or at least he claimed he did." Lilly calmed herself a bit looking out at the landscape. "and he just…."  
"You weren't there Lills." Martinez said softly his tone changing. His shoulders slouched as though the weight of world were baring down on him. "We've done some bad shit in our time but… never like that. Allen, one of the new guys, even points a gun at him." Martinez shook his head with a frown. "The Governor just stood there, like he was egging him on, waiting for him to kill him. When he didn't" Martinez pointed his hand like a gun in the air. "bang. Just like that…. Just like everyone else…"  
Lilly was silent. "So why'd you go with him?"  
Martinez shrugged. "Didn't know what else to do. Still doesn't seem real, you know."  
"Oh it's real alright." Lilly glanced around looking at the boys armed with guns patrolling the grounds. From talking to Mooney and the others she'd found out most of them had been used to violence well before the world ended. Harold Mooney's scar was a gift from his father before he was sent to juvenile hall. They were weak, but not like Woodbury. They were all like her, Martinez, Merle, and Daryl now. People made vicious by the world just desperate for a place in it. Why should they hope for a Woodbury? They were happy just to find a prison. "The Governor and his children of war."  
Martinez closed his eyes scowling. He looked at her stomach for a moment. "Should have been mine." He said so quietly Lilly almost missed it.  
Lilly's brown knit but she didn't look at him. "You never made a move."  
Martinez shifted uncomfortably and looked away. Maybe he was hoping she hadn't heard him. "Hoss already had his eye on you."  
Lilly smiled bitterly. "I see. You know those tanks he has?" She glared at him. "He keep your balls in one?"  
Suddenly Martinez grabbed Lilly's good arm and pulled her close. "He was going to kill you. When he took this place he was going to kill you." He hissed in her ear. "You're the mother of his child, so you're safe."  
Lilly yanked her arm away. "For how long? Caesar, we both know the second I pop out this kid my days are numbered."  
"Not if you shut up and get with the program." Martinez's eyes looked at her pleadingly. "Lilly, think of the baby."  
"I am" She said coldly her eyes shining wet. "but I can't let him kill another village."  
Chapter 19  
Rick  
Rick held the handcuffs in his hands thumbing them as he looked at the small fire roasting the doe. Carl poked at the fire then at the doe. It was cleaned as best they could manage Carl said he'd picked up a few things from Daryl but looking at the doe on the makeshift spit he was beginning to assume cleaning game wasn't one of them. He was trying not to think about Daryl and doubt how much this plan of his was going to work, it was dusk and there was still no sign of anything. Two days if it didn't happen in two days there was no choice but to let go and move on. Carl, Beth, Tyreese and Rick would meet up with Maggie and Glenn at the highway then head east toward Savannah.  
Rick rubbed his eyes. "Just let go…" How the hell were they supposed to do that? How could Maggie just accept she'd never see her father again?  
________________________________________  
"Listen man, give it two days." Daryl said one last time. "If after that nothing happens it means I'm dead, and Michonne's probably dead too. They need a doctor, tell Maggie Hershel will be safe."  
"What about Lilly?" Rick said.  
"She's smart. You shouldn't count on her for much." Daryl looked at his crossbow bolts debating whether to take spares or not, he wasn't going to see them for a while.  
"What do you mean? The Governor might've kidnapped her."  
"Yeah but that was after he put a baby inside her. Look Rick." Daryl said turning to him. "I like the girl and I hope she's alive. She was the only person who seemed to give a damn about Merle."  
Rick turned his head. It wasn't easy knowing that he left Merle chained to a roof. He did try to go back, but not in time. Merle was a wild stupid son of a bitch, but in the end he paid the ultimate price to save his brother and it was hard not to respect that.  
"But when push comes to shove Lilly only looks after herself and she don't make no bones about it neither." Daryl looked back at his bolts and decided to load up the spares. "When shit hits the fan she'll choose the winnin' side and if that happens to be her baby daddy's side she'll shoot both of us without a second thought."  
"You really think she's that cold?" Rick said his brow knit.  
"I think she thinks she needs to be." Daryl shrugged. "Maybe she's right."  
Rick stared at the ground a long time after that. "If you don't think you're gonna survive…" Rick said suddenly. "at least try and get to Michonne." Rick wasn't really sure why he said it. Maybe it had something to do with the fact that every passing day and every passing hour he could hear Merle describe what the Governor was doing to her. Maybe it was because he knew she was suffering because she had gone back to saved his child instead of him. Maybe it was because he didn't know how he felt about her until it was too late.  
Daryl only nodded. He hugged Rick then shook his hand. "See you around, brother."  
________________________________________  
"I think we're ready Dad." Carl said looking at Rick.  
"Huh?" Rick said being brought out of his thoughts.  
"I said I think it's ready Dad." Carl said poking the doe.  
Rick nodded looking at Tyreese and Beth holding Judith. "Yeah…"  
Day one was coming to a close and still no word.  
________________________________________  
The Governor  
The evening was still chilly as the Governor stood on the catwalk. He was breathing out small puffs of dragon's breath through his clinched teeth when Thompson, the young blonde haired boy, ran up to him. The Governor interlaced his hands in the fencing threatening to bend the metal in his grip. He knew what the boy was about to say just by his silence.  
"You haven't found her." He said in a low growl.  
The boy was shaking. As he should be. If he only knew the rage that was burning inside the Governor at that moment he'd run for cover. "No sir, but we've checked the grounds all of the walkers are accounted for none have fed. She still has to be here somewhere."  
The Governor was lost in thought as he stared off the catwalk. "Where is the other prisoner?"  
"He's being watched 'round the clock as you instructed."  
His mind kept turning back to Lilly and her puritanical change of heart. If she ran into Michonne and saw what he did, it was over. She wouldn't understand. Michonne had been on the run for hours yet hadn't left the prison.  
"Where is Lilly?" He said softly to himself  
The boy looked confused. "s-sir?"  
The Governor shook his head slightly turning his attention to Thompson "The woman I was with earlier, where is she now?"  
"Still with Martinez I think."  
The Governor's eyes narrowed on the boy. "Oh is she." He grit his teeth again at what a mistake it was to trust her. He'd left her alone with Martinez and now she might very well be plotting against him. He thought he'd learned his lesson, thought she had learned her lesson. But clearly he was wrong on both counts. His hand shot to the fence gripping it tightly. "I left her alone and uncuffed." He scowled. "Give her an inch…"  
"She's wounded and w-wasn't she locked in her cell before?" Thompson asked struggling to piece together what or who the Governor was talking about. "She couldn't get out that would be impossible."  
"Impossible." He said with a bitter smile. "but I don't put it past her. Come on." He said brushing past the boy. "Tell Martinez to bring her to the prisoner's cell." He said in a steely voice as the boy ran behind him. "I'm done playing games. It's time she decided whose side she's really on."  
________________________________________  
________________________________________  
The Governor  
The Governor was finishing speaking to Martinez when he got inside the driver's side of the truck. He was just about to start the ignition when he stopped leaned back and smiled. He turned leaning out of the window slightly. Lilly stood beside the door with a scowl on her face. "If I didn't think you'd shoot me I'd ask how much."  
"That's hilarious." She said evenly.  
He sighed contentedly leaning back again. "Get in you can drop me off."  
"You're going alone?" Lilly said moving to the passager's side door and getting in.  
"I'm not going alone," He turned on the engine. "You're coming with me."  
________________________________________  
The two of them rode along to the drop off point before the Governor decided to break the silence. "Well?"  
"Well what?" Lilly asked annoyed chewing on her thumb nail as she stared out the window. He couldn't help but be charmed by the small anxious gesture.  
"Well what are you going to criticize now?" His one good eye glanced at her amused. The Governor wouldn't say it, but he was a little relived to have her along. He was both aching for and dreading this meeting. He was ready to burn down Woodbury and the prison knowing his little girl was never coming back. He could and he would if he didn't get Michonne. There was nothing left, no hope, no future, there was only the hate and anytime he didn't have to sit alone with it was welcome.  
"Please, I never criticize, I bitch." He laughed. She smiled a bit but still continued to stare out the window her knee bent against the door. "Ten people at the prison… we should have wiped them out in one go the other day. What's this negotiation about?"  
"We're trying to save lives; women… and children, Lilly. I should think you of all people would appreciate that." He spoke softly glancing at her. The morning sun shone through the windshield on her illuminating her face and catching in her hair. Despite the cargo pants and tank top she looked rather fetching almost attractive and feminine which, for Lilly Caul was quite an accomplishment.  
"I could, if that's what this was about." She looked at him. "One woman really worth all this hell?"  
The Governor was silent for a while taken aback by the comment. He expected better from her. "Andrea… is different. If she thinks there's a chance for a peaceful resolution it's worth a try."  
"Wasn't talking about her." She said still staring at the Governor. He looked over at her realizing who she meant.  
The Governor was silent again.  
"Me and the boys could slip in and do it tonight. You have to take them out anyway. You can kill her yourself along with the others."  
"I don't want to kill 'er." He said coldly.  
Lilly paused. "That's what frightens me, Philip." She said softly.  
"You really surprise me sometimes, Lilly." The Governor said almost musingly. "Did you have a soft spot like this when you brought that raider boy back to be questioned?"  
Lilly visibly tensed.  
The Governor's eye moved to look at her. "You knew what was going to happen to him."  
"That was different." She said evenly. "That was a necessary evil to keep people safe. It was about prevention, not vengeance." She looked out the window. "but what we did was still sick."  
"'Necessary Evil' I've always thought that was an interesting phrase." He said as they pulled up to the drop off point near the warehouse. "If it's necessary that puts it beyond the terms 'good' and 'evil'."  
Lilly scowled closing her eyes and leaned her head back on the seat. "Yeah but what you want to do is beyond unnecessary." She opened her eyes looking over at him. "It's pointless and deranged"  
The Governor brought the truck to a stop and turned off the ignition. He turned to look at Lilly. "When you watch your child stabbed through the head then ya can let me know what's necessary."  
Lilly looked at him with a rare moment of what looked like tenderness. Slowly and tentatively she reached a hand for his face towards his eye patch. He reacted by pulling his head back slightly. She hesitated but still continued and gently took it off. The cool air stung a bit at his exposed eye.  
Lilly visibly winced when she saw it, making him want to turn his head away and cover his face. He didn't want her looking at him like he was a monster. Her small callused fingers gently touched the area around his eye, her face pained.  
"It won't stop hurting." She said still looking at the injured eye before looking into the other. "You've lost so much, but you don't have to throw away what you have left."  
He looked at her, her dark eyes for a long moment before it registered what she had said. His resolve became cold once more and he felt a small pang of shame for the weakness he'd just shown. He yanked the eye patch out of her hand and put it back on his head. "There's nothin' left." He said in a steely tone getting out of the truck.  
He crossed in front of the truck tossing the keys to Lilly. She caught them as she made her way to the driver's side. "Martinez and Milton should be along in an hour, tell 'em to meet me here."  
She nodded and opened the driver's side door. "Philip,"  
He turned to look back at her. That was twice in one conversation she'd actually called him by name. That was a record.  
Her small form hung on the door. "If… if… Andrea… If you found out that… Andrea was pregnant," She looked a little pale as she spoke. "and it was yours… would that change anything?"  
He put his hands on his hips and lifted his head regarding her, curious as to what she was getting at. "It would change a lot of things." He shrugged with a smile. "Andrea for one. Why do you ask?"  
"Would it change this?" Lilly said her eyes focused and intense.  
The Governor grew silent as he slowly walked over to Lilly. He leaned one hand on the hood of the truck lightly drumming his fingers. He continued to look at Lilly in silence. Her gaze remained unwavering even though the rest of her shrank slightly. He still enjoyed intimidating her with their little staring contests. "Is she?"  
Lilly eyes stared up at him for another long moment studying him before turning away. "No."  
"Then no." He said lightly.  
Her brow tensed and she gripped the door tighter.  
He moved closer to her touching her face. "Hey shhh shhh. It'll be over before you know it."  
She jerked her head away and glared at him. "No... it won't." She got inside the truck slamming the door shut. "Try not to get yourself killed." She said venomously before driving off.  
________________________________________  
Lilly  
Lilly was walking/pulled down the cell block by a blonde haired young man carrying a Uzi followed by Martinez.  
"What's this about?" Martinez asked as he caught up to them.  
"He wants to see her. It's important." The boy said offhandedly.  
"Listen you little shit!" Lilly said coming to a complete halt. "You tell me what the fuck this is about now."  
"Better watch your mouth lady." The boy said pointing the gun at her.  
"Spare me." She scoffed smacking the gun out of the way. "You think pointing a gun at a pregnant woman means you got stones? I've stared down the barrel of a gun before and it's when the other guy has one that you find out who's got 'em." She scowled deeper. "I may be one-armed and knocked up but trust me, mine are bigger."  
The boy took a step back noticeably shaken. It was good to know she hadn't lost her touch.  
Martinez quickly stepped in between the two of them. "oooookay before anyone gets shot or" he glanced at Lilly who arched one brow and shrugged. "worse. Thom what's this about?"  
Thompson glanced warily at Lilly before getting close to Martinez and lowering his voice. "The prisoner escaped."  
Martinez's looked concerned. "Dixion, the Doctor?"  
"No," Thompson said stress in his voice. "the other one."  
Lilly's chest tighten. Both she and Martinez exchanged uneasy looks though for completely different reasons.  
Martinez subconsciously touched the handgun strapped to his side. "So why's he want to see her?" He said giving a nod in Lilly's direction.  
"He thinks I'm involved." Lilly answered for the boy in a low voice. She glanced up at Martinez. "safe." She said with a bitter smile turning her attention back to the boy who looked at her suspiciously.  
________________________________________  
As they continued to walk down cell block D the unmistakable coppery smell of blood became overpowering. Nausea overwhelmed Lilly so much that when she was brought before the Governor she had to hold on the railing to keep from passing out or vomiting. Never in a million years did she think that she could get sick from the smell of blood. "not the only reason pregnancy's a bitch"  
The Governor stared down at her stony eyed and calm as she wheezed and gaged a bit. "Feelin' a bit under the weather darlin'?"  
"This place reeks of blood." She coughed. "Michonne's…"  
"So it does," He said in the same cold and even tone. "Wonder why that could be." He pulled her by the arm and led her into one of two cells with sheets pinned over them like her own.  
Inside strapped to a chair sat Daryl, beaten but not badly. He tilted his head up and his eyes widened when he saw her but he didn't speak.  
Lilly looked up at the Governor. "What is this?"  
He looked down at her gently playing with her ponytail. "It's time to put away childish things, m'dear. This is your initiation." He looked back at Daryl. "Merle's brother is going to tell us where his people are," He gripped her ponytail tightly pulling her head to look at him. Lilly winced and grit her teeth. "because you're going to make 'em."  
Chapter 21  
Michonne  
Michonne had managed to grab the wirehanger with her feet and get one of her hands free before the tall guy with the beard caught her. When he got close enough she stabbed him in his temple with the hanger and took his gun. It used up most of her strength to do it, it took the rest to pick up his gun and shoot her chains. The shots were loud but they made getting out of the chains a lot quicker.  
When the chains finally broke free, she collapsed to the floor tempted not to get up. She wasn't even bothered by the pain anymore; pain had become such a constant fixture for so long she barely noticed it. The weakness she wasn't prepared for. The metal of the shackles made her neck and arm heavy as she lie there on the floor wondering if this small act of defiance could be enough; proof to the Governor that he couldn't break her. The one eye she had left opened when she realized; it wasn't. She crawled out of the cell and against the wall surprised her legs were holding her. Vaguely out of the good eye she saw she was leaning against something white. It was a sheet over the cell next to hers. She looked inside and could barely make out a figure sitting in a chair in the center.  
"…Michonne?" She heard Daryl's voice say with a gasp from inside.  
She wasn't sure she'd heard it or if it was just her imagination. She wasn't sure of what was real and what wasn't anymore. She began to hobble along the sheet past the cell. The gunshots would attract someone real and she knew she didn't have any more strength left in her to fight.  
"Michonne!" She heard Daryl's voice again when she was past the cell. Michonne stopped. That wasn't in her head. He was here, really real and here. She kept going slowly toward the end of the hall with no intention of turning back. Let him go through what she had to go through for weeks. And when the Governor was done with him, she'd kill him Rick and the others once she made the Governor regret not killing her when he had the chance. Tears streamed down her face making her ruined eye burn as she moved.  
Lilly  
Lilly stared up at the Governor completely stone faced. "You've tried this move before," She said softly. "Didn't work then either."  
She could see the flash of rage in his face as he tightened his grip on her hair. "You can run and you can hide Lilly, but you can't change who you are," He pulled her face close and leaned down purring in her ear. "and you're still my girl so you either make him talk," he hissed so close she could feel his breath on her face. "or you'll watch while I do."  
Lilly closed her eyes her face tensed before looking at him. "Those tools you… used on Michonne-"  
He smiled but it didn't seem warm anymore not even the fake warmth he'd managed so well for so long. Instead it looked plastic nearly manic. Lilly could see that slowly but surely the veneer he crafted so well for so long was beginning to crack and the monster beneath was getting less easy to hide. "Michonne? What makes you think I did anything to Michonne-"  
"I'm going to need them." She in a soft emotionless voice. "gauze, a tourniquet, a mask cloth or something to block out this damned smell and…" Lilly looked blankly exhausted as though she were about to faint. "something that plays music… loud."  
The Governor stared at her. "Music?"  
"It's acoustic bombardment it..." She swayed slightly looking at Daryl, still being held up by her hair. "It makes the… victim break quicker. I'd like to make this quick."  
He stood up straight studying her before letting go of her hair. "Martinez," He yelled still looking at Lilly. "Did you get that?"  
There was a pause before Martinez responded. "Yeah, all but the music."  
"There's a CD player in my quarters," The Governor glanced at the sheet and cell door. "would you mind bringing it here?"  
Lilly stared down at the floor breathing heavy. The Governor gently stroked her hair and kissed the top of her head. "It's alright. It's nothing you haven't done before." He said softly.  
"Will you bring me those tools?" She said coldly still looking at the floor.  
The Governor walked out and back in wheeling a small table cluttered with an array of bloody surgical tools. Lilly glanced at it then turned her head. "God…."  
Daryl looked at it wide eyed, no doubt dreading what Lilly was going to do with them, but also thinking about what they had already done to Michonne. The Governor couldn't repress his smile at their reaction.  
Lilly clinched her fist then approached the table picking up a scalpel and examining it. She tapped the end with her thumb. It was a little dull for a scalpel. It felt like she couldn't get a break to save her life today. "I don't want you in the room for this." She said coldly staring down at the tools.  
"I really think I should be," The Governor said in a sweet patronizing tone. "You don't look too steady on your feet Lilly."  
"I'm fine, but if you want me to do this it's going to be done my way." She looked up at him, with the cold tactical death stare she used to have. "When you find Michonne you won't be stupid enough to spare her and you won't be merciful enough to kill her. You'll torture her, but you're not using anything you saw from me on her."  
The Governor smiled almost laughing. "This ain't a negotiation."  
"No it's not, if it were this wouldn't be happening at all. Wait right outside the door and listen to all your sadistic perverted delight if you like, but this isn't happening while you watch." Lilly said calmly dropping the scalpel. "You can turn him inside out for all I care but you won't get the information you're looking for." She glanced coldly at Daryl still speaking to the Governor. "you're not used to the dirty work."  
Daryl glared coldly back at Lilly before she looked up at the Governor.  
Martinez walked in with the CD player and other supplies. The Governor took the supplies from him setting the CD player on the table. He flicked it on as Lilly picked up the mask to put over her face. The sound of a soft violin playing filled the room and woman's haunting voice in a similar key to Lilly's began.  
"Bye Bye Baby Bunting… Daddy's gone a hunting…"  
Lilly let out a burp of laughter and quickly covered her mouth with her hand still giggling near tears. "I'm sorry." She tilted her head down for a moment then looked up. "It's just I…" She inhaled blinking back tears. "I really hate this song."  
The Governor looked down at her amused and apparently contented at how unnerved she was. "Be right outside if you need me." He said kissing her once more on the head before walking out.  
Lilly closed the cell door half way then walked over and turned up the music. Tied the mask onto her face looking at Daryl. "I'm so sorry," She picked up the scalpel Daryl only looked at her stoic and hard. "for everything."  
Ads b  
Chapter 22  
The Governor  
The hours of on and off screaming came to a stop after a particularly blood curdling wail. The song playing on the CD player stopped. The Governor lifted his head as if he'd been roused from a soft nap. He glanced at his watch. Martinez had been ordered to keep an eye out for Michonne. Three hours and twenty-three minutes had passed.  
Lilly emerged unsteady on her feet and pale as the sheet she passed through. The Governor just barely caught her in time as her feet gave beneath her. Her head lulled over his arm. "Well?" He asked impatiently.  
Lilly glanced back up at him taking off her mask. She was about to speak when she violently turned her head away and vomited on the floor.  
The Governor reluctantly let go of her as she pushed herself away to continue vomiting on all fours, or threes rather, onto the floor. He sighed gritting his teeth and rolling his eyes. "Where are they, Lilly?" He squatted down next to her taking care not to get near the vomit. "I'm losing my patience." He said in a sing song voice.  
"Eighteen!" she coughed glaring up at him. "just below Meansville road. They have a camp set up there." She said calmer. "They're waiting for him to get back."  
The Governor's face turned somber and concerned. "Why was he here to begin with?"  
Lilly was still panting seemingly unsure whether she was done throwing up or not. "You didn't tell me to ask that."  
"If you don't know," The Governor said his voice smooth but with growing annoyance and rage. "Then go back in and find out."  
Lilly sighed weary. "They wanted to see if they could take the prison. Daryl was scouting the place out by himself first."  
The Governor's eye narrowed as he looked down at her. He stood and walked over to the cell and pulled back the sheet. Inside Daryl's head lulled in the chair his face arms and chest covered in blood and his clothing in rags.  
The Governor pulled out his gun.  
"Don't kill him until we know he's telling the truth." Lilly coughed.  
"You think he's lying?" The Governor asked cocking his gun.  
"I used my best tricks on him." Lilly said bitterly. "but if he is we've lost our only lead on a group, small, but a group that's going to try to take this place." Not once did Lilly look up from the ground. "You can kill him after we wipe his people out."  
The Governor turned his gaze back to Lilly finding it impossible to repress his grin. He holstered his gun, knelt down next her pulling out a handkerchief and gently dabbing away the sick from her mouth. With the same gentleness he helped her to her feet.  
"I know that took a lot, Lilly." He said with a warm smile stroking her hair. "I'm sorry you had to-"  
"Don't." She said cutting him off. "just don't…. just please get me away from this smell."  
He took her face in his hands forcing her to look at him. She wasn't crying but her eyes were red-rimmed and exhausted. He wanted so badly to tell her how proud he was of her. Lilly was forever the strong one and still his. Instead he could only draw in a breath. "Let me take you back."  
"May I go with you?" Lilly said shifting uncomfortably.  
The Governor looked down at her surprised.  
"You're not exactly the person I want to be around right now but…" She turned her head away. "I just don't want to be alone."  
He looked at her a little awestruck. Had she really changed that much? Part of him bemused thought about thanking the Sheriff for finally bringing Lilly down off her high horse. Though, he couldn't decide if it would be before or after he carved Rick up like a Virginia ham. She was still his same old deadly Lilly but now she'd become soft, so soft.  
The Governor brought her to his chest tenderly holding her. "Shhh shhhh" He whispered as he felt her shake. He turned her head up to look at him and kissed her forehead. "Of course."  
________________________________________  
The Governor watched as Lilly entered the former Warden's office. It had been converted to double as a bed room as well. He stood by the door as Lilly predictably inspected the place.  
She ran her left hand over the desk pausing for just a moment on the picture of his wife, Penny and himself.  
The Governor closed the door behind him locking it. He stood leaning on it still watching her as she moved about the room.  
Lilly's entire body froze when she spotted the small crib near his bed. The Governor had a small evil smile on his face as he took off his belt and hung it on the coat hanger near the door. He walked over and lightly wrapped his arms around her as she walked over touching the cradle. He leaned his head next to hers as she reached in and held a small pink onesie.  
"It isn't small enough, but it's all we could find." He whispered to her as she rubbed the cotton between her fingers. "Penny was so small when she was first born. Babies are so much smaller than you think they'll be, so tiny and fragile." He mused. "I was shaking like a leaf the first time I held her."  
Lilly gently pushing him away still holding the onesie and walked over to the chair behind the desk. "What if it's a boy?" she said with a weak smile as she sat down. "You didn't even consider that did you?"  
"I did." He said lightly touching the crib. "We couldn't find any blue either."  
Lilly looked down at the fabric in her hands and for a moment it looked like she was about to cry. "They don't even know about Woodbury do they? Your men… no of course not they wouldn't be so happy to have this place if they did."  
"Woodbury breeds weakness and complacency." He said with more force to his voice than he intended. He caught himself though and his demeanor softened. "Both are deadly. Those people were soft, you were right about that." He crossed the room to a bookshelf with a familiar bottle of scotch. He had just touched it with his fingertips when he paused. "and you were right about Michonne... I should have listened to you before..." He said softly.  
"Michonne..." Lilly said to herself closing her eyes. "Nothing can be done about it now." She looked down at the onesie bringing it to her nose and smelling the fabric "This place reeks of death." She sighed disgusted setting the onesie on the desk. "It's been so long since I've smelled fresh blood though..." Lilly drew in a breath steadying herself with the desk. "How did I ever get used to it?" She said aloud to herself. "How did I-"  
"Start enjoying it?" The Governor asked his eye brows raised. Lilly's head shot to look at him. "Start equating it to success and victory?" He poured himself a glass and took a sip. "Because you'd be dead now if you didn't." He crossed the room again sitting on the desk beside her. "You tell yourself you enjoy because you know there's no escapin' it."  
"Is that what you do?" Her dark eyes looking up at him, not sympathetically; only questioning. He debated what answer to give her as he looked at her. It was hard for him not to admit that part of him preferred her this way. True she was far from the efficient killing machine she'd been before, but now there was this softness and vulnerability about her that he had never seen. He'd caught the first glimpse of that tender quality when he'd taken off her night gown. He'd done it in part for hygiene's sake and in part to give her a good dose of humility. But when she stood there shy and fragile he was amazed that part of him wanted to just wrap a cloth around her and protect her. She hadn't gained much weight, unnerving but not surprising given that food was scarce. Instead her body had just softened her stomach and breast swelling up to give her the womanly curves she'd never had.  
"You've never wanted to kill someone?" He said finally with an arched brow.  
Lilly laughed softly. "Of course I have, most of the time it was Merle. I never wanted to kill anyone I actually killed. I'm just good at it."  
"'cept me right?" He said with a knowing smile. "You wanted to kill me."  
Lilly's face was sympathetic now. "No, I didn't and I don't now." She shrugged.  
He looked down at her blank faced. He'd been half expecting her to justify why he was the exception to the rule. Why he had to die, for Woodbury, for Michonne, for Andrea, Milton, Merle, and the million other reasons she was hypocrite enough to use against him. He set aside the glass and knelt down beside her chair.  
He gently reached for her face then pulled his hand away. "But you hate me for what I've done."  
Lilly smiled sadly. "The truth is Philip, I pity you." She gently ran her fingers through his hair bringing his head close to hers giving him a vicious head butt to his eye patch.  
A white hot pulse of pain ran from his eye to the past of his neck as he fell backwards while she hammered at the eye with her fist. He saw spots before both eyes as he writhed in pain he rolled over just as the scalpel in her hand missed his head and hit the floor. He barely managed to get to his feet still dizzy from the agony as she held the scalpel like a knife fighter at him.  
"Because you're fucking pitiful."  
________________________________________  
________________________________________  
Daryl  
Lilly closed the cell door half way then walked over, turned up the chilling music and tied the mask onto her face looking at Daryl. "I'm so sorry," She picked up the scalpel Daryl only looked at her stoic and hard. "for everything."  
Daryl's whole body tensed as she walked toward him. This is what he knew would have happen, what he planned, but not like this. His breath and pulsed quickened as Lilly leaned close and whispered in his ear.  
"Scream. Now." She commanded.  
Daryl's eyes looked over at Lilly and he let out an awkward confused yell.  
Lilly leaned back wide eyed looking at him. Then without warning she stabbed him in the thigh with the scalpel. Daryl screamed his whole body flexing in the chair bound down by duct tape. Lilly leaned in close again. "That is what a real scream of agony sounds like. If you don't sell it we're both dead, understand?"  
Daryl grit his teeth and nodded.  
Lilly walked over to the table with the tools. She picked up and dropped a few glancing at the cell door making a point to make a lot of noise. She picked up a piece of gauze and made a small cut in his pant leg above where she stabbed him. She shoved the gauze into the pant leg pressing down on the wound then covering it with the fabric. "This music isn't nearly as loud as I hoped." She said her voice just barely audible amid the creep lullaby. "So keep your voice down when you speak. scream again."  
Daryl complied this time with more agony in his voice. "How are you?" He whispered.  
"I'm fine." She said evenly still pressing the gauze into his wound. Lilly's eyes scanned Daryl inspecting the bruises on his face. "Looks like they didn't rough you up too bad… I'm surprised they didn't kill you."  
"Nearly did I'm pretty sure they cracked a rib when they took me in."  
Lilly lifted his shirt examining his ribs. Her brow knit as she gently poked his side. "Might've. Scream again."  
Daryl wheezed a moment before letting out a yell.  
"That hurt?" She said her eyes darting up to me meet his.  
"Not much." He said softly.  
"Then broke or not they won't slow you down." She lowered his shirt and began cutting the duct tape on his wrists, but did it under the arm of the chair. "I don't see any dents or bumps so hopefully it won't puncture a lung anytime soon."  
"You have medical trainin' or somethin'?"  
"No." She carefully pulled back the duct tape so his hand was free then just as carefully put it back in place much looser than before. "I just know a million ways to break a body."  
"How's the baby?" Daryl said wiggling the one hand that had been cut loose and re-taped.  
"Stop it!" She hissed with a pause. She began doing the same thing to the other hand attached to the arm of the chair. "kid survived a gun shot and still kicks so much I have to piss every twenty minutes." She paused again before starting on the duct tape on Daryl's ankles. "It's one tough bastard, pun intended. Scream."  
Daryl did.  
"Louder!" She hissed.  
Daryl let out a great wail that lasted for a few seconds and regretted it the moment it was done. "That one hurt." He said panting.  
Lilly's dark eyes looked up at him the mask on her face making it eerie and nearly unreadable. "You'll only have to do it for an hour. Most victims loose the energy to scream after that."  
Daryl's eyes followed Lilly as she stood up. "How many times have you done this before?"  
"More than you." Lilly was silent for a long time as she stood beside him. "Less than Merle."  
Daryl felt his stomach twist seeing the look in Merle's eyes in his head again. "Those people look at me like I'm the devil!" Daryl closed his eyes forcing the memory away.  
"I'm sorry about Carol by the way."  
Daryl just looked at her but didn't respond. She began making small little cuts along his hairline like Morse code.  
"Ow what the hell-"  
"Sh! Yell." She said holding his head.  
Daryl yelled then lowered his voice. "What are you doing?"  
"If you don't look messed up they'll kill us. I'm giving you a lot of small lacerations on your forehead and a few other places. There'll be lots of blood but the damage is small. They won't find 'em unless they clean you up which they won't."  
"Saw Michonne." Daryl winced as Lilly finished cutting his forehead then started on his chest.  
Lilly stopped and looked at him.  
He looked at her for a moment before his eyes shied away. "We shouldn't have waited so long…"  
Lilly was silent for another moment before she went back to work. "Some things can't be helped Daryl." She said in a cold but soft voice. "Know what one of the last things I said to Andrea was?" She stopped resting her good hand on a bent knee looking at him. "I said every person has to matter, that it couldn't just be about the numbers." Her eyes cast down for a moment. "I knew I was lying then too… How many of you made out?"  
Daryl looked at her suspiciously but didn't answer.  
Lilly was about to make another cut when she stopped and looked at him with an arched brow. "Seriously? Would I really be going through all this trouble if I were still on team Governor?"  
Daryl's eyes narrowed on her. "Twenty."  
Lilly didn't move. She sighed setting the scalpel on the floor. "If I had any guarantee that torturing and killing you would keep my baby and me safe, that wiping out the rest of the group would stop him from doing the sick, twisted things he's done in the past to other people in the future I'd do it in a heartbeat; but we both know he won't stop." Her eyes framed in pain and the medical mask met Daryl's. "I don't want to kill my baby's father, but I can't let him live."  
Daryl looked down at Lilly as her body sagged a bit emotionally exhausted. "…. Seven, eight if you wanna include Judith."  
"God…" Lilly said softly. "Scream."  
Daryl did. He was starting to get hoarse. Lilly stood up holding the scalpel to his left arm. "What I don't get is what you saw in the son of a bitch in the first place. I mean you didn't buy into his act did you?"  
"No I knew what he was the day I met him and visa versa."  
________________________________________  
Lilly  
The Governor's hands trailed down Lilly's arms and her mind raced. The neediness, the excitement, and the loneliness that she'd felt just moments ago bringing her into the Governor's bed quickly changed into her world famous rage. She felt herself tremble when his lips grazed her chest and his kissed her stomach. It felt good but she was too angry to enjoy it. Mentally she traced where his hands and head moved and waited.  
His hands caressed her sides and moved to her waist to the edge of her pants. Lilly slowly moved her to touch his arm as he lifted his bodyweight up to pull down her pants. In one move she slid out from under him rolled on top of him and had him pinned facedown to the floor with his left arm behind his back.  
Lilly lifted his arm causing him to groan, but not the way she wanted. She jerk his arm up and he yelled. It didn't take much effort for her to hold him down with his arm at this angle. For a moment she thought about breaking his arm out of sheer principle. She thought she was used to his head games but doing it when he had her down like that was beyond infuriating, it was a grim reminder of the monster behind the man. A fact that Lilly had nearly forgot.  
"What's the matter? I got the impression you enjoyed this sort of thing, sir. Don't you trust me?"  
Of all the responses Lilly was expecting the one she got from him sent a chill up and down her spine. Amid pants of pain she felt and heard him chuckled and laugh.  
Another flash of anger made her lift his arm making him groan and calm his laughter. "It's Philip."  
"Beg pardon?"  
"My name that you never bothered to ask." He said with a laugh. "You'd have killed me or… done other things without even knowing my name" He glanced at her as best he could from the floor. "People are really that temporary to you, you don't even want to know their names."  
Lilly pushed his arm up making him grunt and wince. That last comment had gotten under her skin.  
He was still smiling while he drummed the fingers of his free hand on the floor. "You going to kill me or uh" He glanced up at her with a wink. "is this usually how you do this sort of thing?"  
Lilly felt her face flush and for a split second wanted to let go of his arm and cover her breasts. Instead she kept her cool and her grip on the Governor's arm. "You didn't answer my question. Do you trust me?"  
"With my life." He said into the wooden floor. "Literally at the moment."  
Lilly drew in a breath and let go of his arm. He wince again as he rolled over beneath her to look at her. His eyes slowly moved up and down her body. For a moment she thought he was just admiring but there was something else in his eyes that she couldn't pinpoint.  
"We already have walls protecting this place Lilly" His eyes moved up to meet hers. "You don't have to keep the ones around yourself so high."  
Lilly looked him in the eyes as she sat on his waist. She studied him for a long time completely indifferent to the fact that she was half nude. Strangely enough he didn't seem to notice either because he kept his eyes locked calmly with hers. After another moment of mulling his words and their unwelcomed insight in her head for a moment she just smiled. "Damn you are one smooth operator aren't you?" She laughed.  
His austere face become suddenly steely for a moment, before returning to its convincing though fake empathy.  
Lilly only kept grinning as she shook her head. "Caul."  
"What's that?"  
"Lilly Caul, Second Lieutenant of the United States Air Force" She said softly. "or who I was in life."  
He drew in a breath with a contented smile. He leaned back on his forearm and held his hand to her. "Philip Blake, Human Resource Manager and lack luster golfer."  
She looked at it a moment before taking his hand and shaking it. "Human Resources?"  
"Yeah," He scratched the side of his head averting his eyes. "I'd really appreciate it if you kept that one to yourself." He looked back at her. "ruins the mystique a bit."  
She tilted her head down for a second and smiled.  
"Pleasure to finally get to know you, Lilly." He said in a low voice still holding her hand his eyes staring deep into hers. There was still the tenderness, but Lilly couldn't forget the glimpse of what she'd seen. The innate love for cruelty she'd seen completely, if only for a moment was still there just below the surface.  
"And you Philip." Lilly said looking back at him now without any fear or uncertainty.  
The Governor sat up gently taking Lilly's face in his free hand and kissed her. Lilly kissed him back with the knowledge that she could kill this man in a heartbeat if she needed to and he could do the same. Lilly the murder, and the Governor the monster, there was something comforting about it.  
________________________________________  
Daryl  
"Hell, part of me respected him for it. No whining and bitching about how hard things were; how they'd never be the same. The world went to shit, so he accepted it and made it work for him." She finished with Daryl's left arm and began working on the right. "but I could kill him at the drop of a hat and he'd do the same. I wasn't taking advantage of someone weaker than me. Kill or be killed we both knew the score and we lived with it."  
"You ever love 'em?" Daryl's voice rasped.  
Lilly let out a soft laugh shaking her head no. "That's part of the irony of our situation. I'm sure if the Governor had his choice I'd be Andrea, and if I had my choice well…" Lilly shrugged finishing her work on his arm at last. "Human race dying before our eyes and coming back to kill what's left. So the two who manage to procreate are the only ones with body counts higher than the walkers. If there is a God he's go one twisted sense of humor." Lilly's eyes scanned his face searching for something. She walked over to the table and rattled the tools around again setting down the scalpel. She gestured with her two fingers on her left hand to her eyes as she walked back to Daryl.  
"Keep your eyes centered on mine."  
"okay?" Daryl said confused before Lilly's fist came crashing into his nose. Daryl yelled his head flying back. "What the fuck was that for?" He hissed as she inspected his face again.  
"You weren't bloody enough." She said her eyes crinkling and he could practically picture her smiling beneath the mask. "besides seven isn't going to be enough for an ambush." She said softly going back to the table rattling the tools around then taking the scalpel and tucking it into her sweatshirt pocket. She walked back over to him and awkwardly sat down next to his chair. "That's what you're planning isn't it? It's the only way to get him away from these walls and where you want him."  
Daryl's blood turned cold. If Lilly knew what they were planning did that mean the Governor did too? "How'd you know?"  
"I know a 'die-fighting-kind-of-man' when I see it, Merle was one and so are you. You're thick sometimes but we only caught you last time so you could find Merle. This makes the second time you were willing to risk torture for people you care about. You came here to tell us where the group was so they could wait for the Governor." She shook her head slightly. "I gotta give you marks for bravery or stupidity. Seven… won't be enough though and either way these boys are going to die for no reason."  
"It's all we've got." Daryl said evenly.  
"maybe not…" Lilly said mostly to herself.  
Daryl's eyes widened. "No you can't!" He said realizing now why she pocketed the scalpel.  
"Keep your voice down!" She hissed. "Rick and the other will probably die for a shot. I'm not trying to save the day, just what I can."  
"You're pregnant!" he hissed feeling sudden panic choking him. "and your arm is still in a goddamn sling!"  
"But the other one's stronger than I thought. If it's strong enough to break your nose it's strong enough to stab something he needs."  
"Lilly!"  
"Daryl…. You should have killed him when he had that meeting with Rick. Merle should have killed him at the drop off. And I should have killed him before he attacked the prison and killed all of Woodbury. This is bigger than Michonne, my men, Merle, Andrea, Carol, Penny… and the baby. This has to stop."  
"And what if he kills you?" Daryl hissed trying not to get blood from his nose in his mouth.  
Lilly was silent as she stared off. "Tell me where you need him."  
Chapter 24  
Lilly  
She was hoping those blows would knock him out but instead the Governor was already on his feet before she had time to finish him.  
He stumbled backwards clutching his head using the edge of the desk to steady himself. "Lilly…"  
"You're slipping Governor," Lilly said advancing on him. "after all the shit you put me through these past few weeks, what I can't get over is that you left me alone in a room full of weapons." She glanced at the scalpel in her hand unimpressed. "Really Philip, what did you think I was going to do?"  
"Lilly… give me the knife." His voice was slow and even just barely veiling the growing rage in it. He was still slowly advancing on her but at an angle which she realized was closer to the door and his weapons near it. "It's not too late to come back from this just… just give me the knife." He said reaching his hand out cautiously toward her.  
"Yes it is," She said softly before slashing his hand and getting between him and the door. "for both of us." She slashed at his neck but only managing to tear his shirt as he jumped awkwardly back.  
The Governor grabbed his hand glancing at the wound before touching a hand to his face. Blood began to drip from the eye patch. He looked at the blood from his eye before the cold blue eye turned to Lilly. "Com'mon Lilly we both know it's not like you to do something this petty and stupid. You're upset… I… I pushed you too hard. I just needed to know I could trust you-"  
"Stop it!" She said raising her voice. "No more lies, no more platitudes I'm not one of your Woodbury sheep!"  
The Governor paused a moment looking at her. His whole demeanor became eerily relaxed and calm. "No you are so much more than that Lilly. You're my best and brightest soldier and the mother of my child. Lilly please," He said gently stepping closer to her. "Think of the baby."  
Lilly's voice was cold and even as she gripped the scalpel in her hand tighter. "I am… I'm killing it to save a village." The ice in her voice echoed off the walls and even Lilly was stunned deep down by what she really said, what it really meant.  
For the first time the Governor looked at her in a way she'd only seen once before; with genuine fear of her. The last time she'd seen it was when he found her sobbing in front of Penny. "I've seen what you'd do with your second chance Governor."  
"I'd save my daughter!" He yelled his voice breaking on the last word. Again something she'd never really seen in him before; genuine helplessness.  
"…. Then do it now." She said softly before jumping back and grabbing his hunting knife from the the hoister and kicking the belt and gun behind her. "I won't stop until you're dead, no matter how much of a fight you put up but whether it kills me or not if you do put up a fight our baby won't survive it."  
He looked at her blankly almost calmly for a moment. "You… you really want to kill me that badly?"  
Lilly almost laughed uncomfortably. "No… it's the second to last thing I want especially right now." She drew in a breath sharply her tone again cold and matter-of-fact. "I just can't let you live."  
He studied her for another moment. "…. The gun would have quicker." He said softly.  
"Too loud." She said simply and just as softly.  
Another heavy silence permeated the room as they looked at one another. "You're right I wouldn't kill my child… even to save myself or what's left of the world." He drew in a breath then slowly reached up and carefully removed his eye patch revealing the newly opened stab wound. He slowly and cautiously walked towards her and when he was about two feet away knelt down one knee in front of her. He looked up at her his lone blue eye soft and sympathetic.  
Lilly tentatively stepped closer to him holding the hunting knife tightly in her hand. Her jaw tightened and her eyes shown wet in anger. She felt a tightening in her chest as her baby kicked slightly inside her. She drew in one last breath as she aimed the blade. "Sometimes I just wish... I couldn't tell when you lie."  
________________________________________  
Martinez  
Martinez threw the ratty old tennis ball he'd found against the wall and caught it. He was up to about four hundred possibly more or less he'd lost count about three hundred or so catches. Not that it actually mattered he was only doing it because he couldn't sleep anymore. Lilly told him once that being edgier during peacetime than in battle was a badge of honor. It meant you were a real soldier, a true warrior. Pfft yeah or a PTSD victim… same difference.  
This wasn't exactly peacetime though, this was the calm before the storm. Psycho bitch with the sword was still roaming around. Clinging to life and minus her weapon but she was still well enough to keep from being found. The idea of being stabbed through the heart in the middle of the night was making it hard to sleep. Imagine that.  
His lack of sleep also might have had something to do with the coming raid tomorrow, which for some reason was really bothering him. Not like wiping out a family of stragglers was anything new, they'd done it before for supplies. You couldn't feel ashamed for knowing how to survive.  
Martinez caught the tennis ball and used it as a stress ball for minute as he lay in the bunk of his cell.  
"It's easier to do when there isn't a name attached to the person." Lilly's voice said softly in his head.  
He stood up and threw the stupid ball against the wall it ricocheted a few times before rolling to the corner. Watching your friends die, killing your friends once they turned, killing people for food and ammo… Martinez smiled and almost laughed. Well fuck that was life and he was good at it. Killing your friends while they were alive because they chose the wrong team though… it sucked and it was all he was doing lately. He'd thought about killing Merle a few times, maybe a stray bullet during a raid. Hey accidents happened… but he didn't think things would ever go down like they did. He didn't mind killing walkers, he loved it, it felt good. It made thinking about everyone they took from him easier. He didn't want to think about his wife and kids, he didn't want to think about Tim, Crowley, Shumpert, Lilly, or hell even Merle.  
What he really wanted more than anything was just…  
Martinez lightly punched the stone wall before reaching in his gun bag for a piece of gum. "… a goddamn pack of smokes."  
He was just about to pop a piece in his mouth when he heard a single gunshot come from inside the prison. He turned and grabbed his automatic and dashed out of the cell towards the sound of the shot. His mind raced as he took note that there was no shots fired afterward. Maybe a walker got in, maybe it was an accident, maybe someone found the psycho bitch? But when he realized it came from the warden's office a whole new set of thoughts raced through his mind.  
"Stupid bitch…" he said under his breath as he ran.  
A few other men had heard the shot and were armed and ready for battle. He ran up to the warden's office door just in time to see the Governor stumble out the door, bloody as hell and gasping frantically for air. Martinez slung his gun over his shoulder and caught the Governor as he fell. He had just a split second to glance past him at the grey and red pile handcuffed to a pipe at the other end of the room. Martinez felt a hand grip his shoulder digging it's nails in.  
"Get…" The Governor hacked up some blood onto Martinez's shirt. "get me to Dr. Greene… now!"  
________________________________________  
Chapter 25  
Lilly  
Martinez struggled to hold the Governor but he was bleeding everywhere. She could hear the Governor coughing and struggling to breathe. She could scarcely hear him say something to Martinez that she hoped wasn't 'kill Lilly'.  
Martinez's gaze met hers full of panic. Lilly took a breath struggling to speak herself. "We never let our own turn Martinez."  
Martinez looked at her wide eyed for a moment before kicking the Governor away from him.  
Martinez aimed his gun at the Governor.  
The Governor said a few words that she couldn't make out before Martinez shot him in the head. He stared at the Governor a moment. He spun around shutting the door and locking it before fishing in the Governor's pocket and getting the key to the cuffs. He ran over to Lilly and unlocked her handcuffs. He glanced at her wounded arm that hung awkwardly next to her. The Governor had tore at it during the fight and she couldn't even move it now.  
Martinez lifted her face examining her. "I need to put you down too?" He asked scowling at her.  
"I'm peachy" She coughed.  
He let her face go when he was certain she wasn't dying, yet anyway. He leaned back kneeling on his heels. "What'd you do? Burn dinner?"  
Lilly laughed then coughed hard.  
Martinez carefully started to help her to her feet. "Can you stand?"  
"Yeah" she grunted out leaning against him to stand up. She glanced over at the Governor lying motionless on the floor. "You sure… you got him in the head?"  
"Yeah I'm sure." He said pulling her good arm over his neck.  
"Go-go and look and make sure" Lilly said still not taking her eyes off the Governor.  
"Lilly," Martinez said looking at her. "He's dead." Martinez was now staring at the Governor as well. They were both silent.  
"Why'd you do it?" Martinez asked still not taking his eyes off the Governor.  
"I'm doing exactly what I told him I would, "Lilly said still staring. "Survive and help others to survive… by killing people."  
Martinez finally spoke after another pause. "What about the-"  
"We've got a lot of mess to clean up and quick. The men will have heard those shots."  
"Yeah, yeah. Right." Martinez said clearing his throat. "What do I tell them?"  
"Nothing, just stall for now. You have to get Dixon's brother. He'll probably be running loose and we'll need him as leverage to put an end to this."  
"Loose? Why would-"  
"He was my plan B. Look we don't have time, just round' em up but don't kill him." Lilly moved away from Martinez when they were closer to the door. She winced holding her arm. "Where's the doctor at?"  
"Hershel? End of block A. The boys really have taken a shine to the old bastard."  
Lilly blinked several times. "Wow."  
Martinez smirked. "Yeah fixed Shawn's jaw when Mooney wrecked his face, I mean still have to keep him under lock and key but…" Martinez trailed off when he realized Lilly was looking down at what was left of the Governor again. "… Should've got here sooner."  
"It's cool." Lilly said casually still not taking her eyes off the body. "took me awhile to get here too." She turned her eyes back up to Martinez. "get moving."  
Martinez just gave a nod, then unlocked the door and ran out.  
Lilly hobbled over to the crib in the corner and grabbed the blanket inside it. After some fishing around in the desk she found the cell keys. She made her way back over to the Governor and drapped the blanket over the upper part of his body. Suddenly she fell to her knees as she felt shooting pains start in her lower abdomen. She groaned as she felt her baby start kicking inside her at the exact same time. She began to break out into a sweat as she reached over and grabbed the gun near the door. Slowly and painfully she got to her feet and made her way to cell block A, trying not to cry.  
________________________________________  
Daryl  
Daryl knew it was time to move when he heard the shots ring out in the prison. Nothing ever went according to plan. He wriggled his wrists in the duct tape until they were free. He grabbed a few of the tools on the table in the cell with him, taking only a moment to think about who they were used on before him. He took a deep breath as he peered through the sheet covering his cell. He could hear men scrambling. He quietly slipped out but no sooner than he did he felt the barrel of a gun at the base of his neck.  
"Easy homes." A familiar voice said from behind him. "Drop'em."  
Daryl reluctantly dropped the knife in his hand.  
"And whatever else ya got."  
Daryl grit his teeth then took out the scalpel and pick from his pockets. Lilly was with the Governor all along. Bad enough having her turn on them, but pretending she was giving him a chance to escape that was sick. Worse, now the Governor knew where the others were and what they were planning. Nothing ever went as planned. "Havin' some trouble up there?"  
"Yeah you could say that. You're going tell your friends waiting outside the prison to be cool, understand?"  
Daryl almost laughed. "Brother I ain't doin' shit."  
"Governor's dead."  
Daryl spun his head around to face Martinez despite himself. "Lilly? Did…" There were a million questions running through his head, but he didn't think he'd get an answer to any of them.  
Martinez's face looked sweaty from running, but he stared back at Daryl. "Com'mon we don't have much time."  
Daryl had no clue what was going on, the Governor was dead, but his second in command was telling him to go call off Maggie and Glenn. "Why should I?"  
Martinez looked him in the eye for a moment before holding his automatic back at his shoulder. "Just trying to lower the body count, man."  
Glenn  
Maggie had started pacing around the SUV. She started when they both heard the faint popping sound of gun fire from the prison. She anxiously tucked a lock of hair behind her ear. "So whadda we do now?" She said turning to Glenn her eyes red rimmed from tears.  
"We wait." Was all Glenn could say. They were supposed to wait until they saw the cars leaving to go attack the rest of group, once the bulk of the men were gone they'd ram the prison with the trucks and try to attack when there were fewer men. Hopefully Daryl wouldn't have been beaten to badly to help. If nothing happened after two days they'd join up with Rick and the others, because it meant Daryl was dead. Gunfire but no cars leaving probably meant the same thing.  
"For how long? You heard it. It was probably Daryl just tortured and shot or Michonne or my dad or-"  
Glenn grabbed Maggie and hugged her, something he hadn't been brave enough to really do since the attack on the prison a lifetime ago. "You're dad's alive, they need him remember?"  
Maggie had been holding it together pretty well since the prison fell and they were forced to spend a month on the road. It looked like everything she'd been holding back was finally coming to the surface. She looked at Glenn her eyes red rimmed and glossy. "You don't know that." She turned her head away but didn't pull away from his embrace. "This might be just pointless."  
Glenn couldn't help but think the same. He'd heard Hershel voice a million times in his head telling him he was like a son. He was beginning to wonder if he was really doing right by him, or whether he should have been worrying more about protecting Maggie. He didn't really know how to help her now, but his thoughts were interrupted by the sound of a twig breaking a few feet away.  
They looked at each other for a moment before springing into action each grabbing a weapon and ducking behind the SUV. They'd already had to deal with three walkers over the past two days. Luckily, each one had dropped by separately. Each time they both ignored how screwed they would have been if a herd decided to come through.  
"Hey hey whoa! it's me." Glenn heard Daryl's voice say shortly before he emerged from the trees being followed by Martinez holding a gun.  
Glenn aimed the handgun he was holding at Martinez and so did Maggie. "What's going on?!" Glenn demanded.  
Martinez aimed his gun at Glenn when he saw him. Daryl quickly jumped in between them. "Hey! No, no! Don't shoot. Look it's alright." Daryl said holding his hands up as he walked towards the two of them. When neither Glenn nor Maggie lowered their weapons he continued. "Listen lotta shit's gone down, we gotta find Rick."  
"What about the Governor, what about him?" Maggie said giving a nod toward Martinez.  
Martinez surprisingly drew back his weapon but not before eyeing Maggie up and down "Oh I'm one of the good guys now, chica." He said giving her a wink, making Glenn want to shoot him right then and there.  
For a second it looked like Maggie was going to shoot him too before Daryl spoke. "Governor's dead."  
Glenn blinked and shifted his weight a bit. "How?... did you-"  
"Glenn com'mon, it's a long ride." Daryl said walking over and getting into the driver's seat of the car.  
Martinez walked up to the car looking at the leaves and branches on the hood. "Camo?" He chuckled. "You people are fucking adorable."  
Glenn and Maggie both glared at him.  
"Dammit! All ya'll get in the fucking car!" Daryl yelled  
Hershel  
Hershel lay in his bunk getting a rare nap in between patching up the young men at the prison. They reminded him of how his own son and Jimmy used to be. No sooner you patch them up they were finding newer and better ways to break themselves. They were a rough lot, but they were a far cry from what he was expecting. Shawn, his most frequent visitor even stopped by on the rare occasion he hadn't lost a fight; just to talk. Hershel suspected he didn't have many people to talk to if he always chose the old man locked in a cell at the end of the block, but he didn't question it. Kept his mind busy from worrying about his girls, it also gave him an idea of how things were run here.  
Shawn had been working at the St. John's Dairy Farm near Macon when everything hit. Hershel had tried asking once or twice what made him leave, when Shawn described how secure it was. When he did though, the boy would get quiet or change the subject so Hershel decided not to press the issue.  
Hershel jumped awake when he heard the sound of keys hitting the floor. He sat up in his bunk and saw Lilly leaning against the cell door.  
"Can't… hold the gun and… open the door at… at… the same time." Lilly held a handgun resting over her head as she leaned. She'd been beaten nearly unrecognizable her hair pulled loose and sticking to her face. Her arm looked terrible and just by at a glance he knew it was now a lost cause.  
Hershel hopped towards the keys and decided on speed rather than grace and fell onto the floor to pick them up. He crawled over to the cell door, hoisted himself up then quickly opened it. "Well then drop the damn gun." He said jokingly as Lilly stumbled into the cell. She hobbled over to the bunk holding herself up with it.  
They didn't leave him his crutches to he hopped as best he could over to her using the cell door and wall as support. "Thought I told you not to do anything stupid." He said touching her good shoulder lightly.  
Lilly glanced at him with what he guessed was a smile. "You know me." Her whole body tensed and doubled over. She groaned and winced. "The baby's coming." She said panting  
Hershel helped her as best he could lie down in the bunk. He wiped the blood and hair away from her face trying to quickly assess the damage. He also tried to ease the gun out of her hand, but she held tight.  
Shawn had been his son's name too... before he was bit.  
Chapter 26  
Rick  
The prison was eerily still as the group walked inside. There were a few men excitedly whispering but even they went silent and held their weapons closer when Rick and the others walked in. The silence was suddenly broken by the faint sound of running that grew louder. A lanky boy with dirty brown hair went running past them carrying a water jug. He was covered in blood and didn't even glance at them as he ran past down to cell block A. Martinez looked tense as he watched him go.  
Rick realized he'd never really gotten a decent look at any of the Governor's men even when he was fighting with them. Most of them didn't look much older than Carl.  
Another wiry vicious looking boy with a scar running down his neck marched up Martinez. "What the fuck is this?! where's the Governor?" he hisses glaring at Rick and the others.  
Rick subconsciously put a hand to his pistol beginning to regret his decision to come here.  
"Listen" Martinez said moving closer to the young man and whispered something to him. The two began whispering back and forth to low for Rick to make out.  
"I don't like this." Carl said standing next to Rick.  
"Hey" Rick said softly. "Just take it easy." Truth was though Rick didn't like this either. They'd gone along because Daryl assured them everything was alright, but this could all be a trap. Looking at it now, this would be the perfect time to take them all out in one go. Something inside him had made him come here, it was the same gut feeling he had now, that finally there could be an end to this.  
The wiry young man's head jerked back suddenly. "Shit" he said in a loud whisper his face in shock. He gave a suspicious glance towards the group.  
Martinez turned to them. "Throw down your weapons."  
"Forget it." Glenn said touching his gun in his pocket. Suddenly everyone in the group grabbed for their weapons and when they did every one of the dozen or so men drew a gun on them.  
"Hey!" Martinez yelled holding a hand up to the men as Rick did the same to the group. When both men were certain no one's trigger finger was going to slip the two turned to each other.  
"We are not giving up our weapons." Rick hissed to him.  
"Com'mon man show a little faith." Martinez said with smile that did anything but inspire trust.  
"We did by comin' here." Rick glared at him. "We're not handing over our weapons."  
Martinez's smile disappeared. "Listen if we wanted to kill you you'd have never made it through the front gate." His brow creased. "You wanna die here?" he shot a glance over to Carl and Judith. "You want your kids to die here?"  
"We want to see our people." Rick looked Martinez square in the eye  
Martinez took a step back regarding Rick with a nod then he looked over at Maggie and Beth. "Hey you two." He said pointing at them with two fingers. "You're Hershel Greene's kids right? Maggie and Beth?"  
Maggie and Beth both shot to attention. "He's alive?" Beth asked softly holding a very fussy Judith in her arms.  
Martinez gave a nod. "I can take you to see him, but you're gonna have to give up your weapons first 'ight?"  
Maggie turned to Glenn with pleading eyes. "What if he's lying." Glenn said anxiously.  
Maggie shook her head then walked over to Martinez and gave him her handgun. Beth quickly passed Judith to Rick to stand beside her sister.  
Martinez turned his attention back to the group. "That goes for the rest of you."  
Maggie and Beth turned to Rick with the same desperate look.  
Rick paused for a moment then turned to Carl. "Carl?" Rick said trying to calm the panic he was feeling. Carl turned and looked up at him just as tense as everyone else. "Can you hold your sister?"  
Carl looked back him stunned for a moment. He gave a wary glance at Martinez before nodding with a scowl. Rick handed Judith to Carl then slowly took his pistol out of it's holster and handed it handle first to Martinez.  
Martinez nodded without even looking at the gun as he handed it to the wiry young man. "Mooney collect the rest will you?"  
Rick took note of how the wiry boy glared at all of them but at Daryl in particular as he took their weapons.  
"Someone should go with them." Glenn whispered to Rick.  
"I'll go. Keep an eye on everyone." Glenn nodded in response. "I'm coming along." Rick said to Martinez.  
Martinez just shrugged before turning his attention back to the boy with the scar. "Mooney," The boy didn't respond he and Daryl were busy glaring at one another. "Hey!" Martinez said again this time the boy looked at him. "Any of them get so much as a mosquito bite your next match will be with six biters get me?"  
"yeah I get you."  
Martinez's whole demeanor changed in an instant becoming cold and frightening. "'yeah I get you' what?" He said in a steely voice.  
The boy's surly attitude suddenly changed becoming uneasy as he looked down at his shoes. "I understand sir." He said softly.  
Martinez's posture became causal again. "Good. These people are our guests remember." He said flashing a smug smile at Rick that made him want to punch him in the face.  
________________________________________  
Hershel sat just outside of one of the cells in block A. Rick saw the dirty brown haired boy from before pouring water over Hershel's hands; washing blood off of them.  
"That's good, thank you son. Did you get what I asked?"  
The boy nervously fished in his pocket and pulled out a bottle of pills. Hershel looked at them for a moment before taking out two. "Here," he said handing them to the boy who took them with shaking hands.  
The boy looked anxiously at into the cell then back at Hershel. "Is it… safe to go in there."  
Hershel patted his arm. "It's okay Shawn, the worst is over now."  
The boy nodded but still hesitated before going into the cell.  
Beside Hershel stood another boy with overgrown blonde hair. He was shakily holding a semiautomatic staring off into space quietly crying. Hershel rubbed his forehead before holding his head in his hands.  
"Dad?" Maggie said softly as they approached.  
Hershel's head shot up when he heard her voice. "Maggie… Beth oh my god!" he said nearly jumping and falling off of the chair as they both raced into his arms.  
"Daddy!" Beth said tearfully getting to him and hugging him first followed by Maggie. Hershel showered their head with kisses.  
"Thank god you're ok." Maggie said sobbing.  
Hershel held their heads back so he could look at them. "Both my girls, my brave, strong girls." He said voice breaking  
"Dad are crying?" Beth asked.  
"Did they hurt you?" Maggie said suddenly defensive.  
"No, no." Hershel said with a laugh before he paused a moment just looking back and forth between them. "I've … just never been so happy to see you two." He said with a small sob.  
Maggie and Beth both laughed before hugging him.  
Rick watched the whole spectacle with no small amount of relief that at least Hershel was alright. He glanced over at Martinez who was watching as well with silent tears running down his face.  
"You're really lucky Sheriff," He said softly his voice breaking slightly. "to have your kids."  
________________________________________  
Rick walked into the warden's office escorted by Martinez. Lilly sat in the warden's chair slowly tapping and rolling a pill bottle and staring out the window.  
The three of them were there in silence only the sound of pill bottle rolling and tapping on the desk echoed through the office. After about ten minutes of dead silence saved for the slow methodical sound of the roll and tap of the pill bottle Lilly spoke. "Nice day huh?" she said her voice a hollow rasp breaking at the last sound.  
Rick just looked at her unaware if he should respond. The half side of her face that he could see looked hollow and slacked, some part of him wasn't even sure she was alive.  
"Summer's here I think it's...muggy" She said turn her head towards him. Her eyes slowly rolled to meet her head to look at him; foggy and red, she seemed even more dead looking at him than a moment ago.  
"Martinez says you had to talk to me." Rick said flatly. For all the pain she was in he couldn't take the time to time to feel pity for her; not while he and his family were guests or rather prisoners in their own prison.  
In an instant her dark eyes clear and she looked at him in the eye. She set the bottle aside and lightly drummed her fingers on the desk. "...you can't stay at the prison."  
Chapter 27  
Governor  
Philip Blake squinted to make out the letters on the book. The perils of single childhood. He rolled his eyes and heaved a silent sigh. He didn't regret enough about this life, his wife was prepping for more cargo.  
He readied his best bullshit face that had fooled so many and finished making his way down the stairs, hoping he just once he could slip out of his out without starting his job of lying and fake smiling before he got out of the damn house.  
"Philip?" He heard as he just touched his finger tips to the doorknob. No such luck….  
"Yes?" He said turning to his wife who stood near the front door.  
She was silent for a moment with a blank look on her face. "were you going to even … say goodbye before you go?"  
He gingerly kissed her. She shied just after. That was odd. "I was just goin' to." He said warmly near cheerily before Penny came bounding down the stairs.  
"Gym class Gym class Gym class Gym class Gym class schym class" She said hopping down each stair before hopping onto and hanging onto her father's forearm. "today!"  
"Whoa! So strong!" he said carrying her by his forearm to the front doorway as she jumped off and ran out to the car.  
"Hope so" she said as she ran out to the car.  
He watched her run out to the passage side of the car. Thinking only fleetingly that maybe she'd go into track and field…. Or anything kind of scholarship that would make college easier to pay for before a few soft word jolted him back to him back to reality.  
"What's her name…." His wife said softly. He turned his head it's face in near comic shock looking at her. He's suspected she'd known for some time but to come right out and say it took him by surpri se. He was speechless. He couldn't even think of the things he'd imagined before saying to her. Instead she just stood there looking at him as numb and subtly heartbroken as he'd pictured in his most guilt ridden moments.  
He didn't even have enough time to think of a response never mind a lie to save his life before he heard Penny kicking the horn, letting him know it was time to go.  
He turned his head quickly toward the horn then back at his wife begging her with his eyes not to have this inevitable conversation now.  
Sarah looked at him another a heartbroken moment longer before giving a small nod. He inhaled sharply before walking out and closing the door behind him.  
________________________________________  
"Daddy, are you ok?" Penny voice pulled Philip from his thoughts as they drove.  
"Yeah honey, why wouldn't I?" He said as lightly as he could manage.  
"You're real quiet today." She said turning her oversized blue eyes to look up at him. She went back to looking out the passage window, which she could barely see over. "Mommy was really quiet too. Are you fighting?"  
Oh God… "Mommy and I were just… tired this mornin'. People don't like to talk much when they're tired." He didn't look over at her as they pulled up to the front of the school. He hoped the answer would convince her.  
"Ok," she said smally sounding a lot less convinced than he would have liked.  
He sighed. "Everything's ok sweatheart, I swear." He said with a smile as he parked the car and turned to her. She smiled back "Give Daddy a hug before go."  
She jumped over hugged him and gave him a kiss on the cheek. Then she opened the passenger door and bounded out.  
"Have good day Penny." He called out after her.  
"Maybe." She yelled back as she ran towards the school doors.  
He closed his eyes and raised his brows with a sigh. "That's my girl."  
"Paul!" She stopped and hugged one of her friends Paula Martinez who was standing by her father next to the door.  
The two had suffered through many a forced conversation about baseball while their kids played T-ball together. He met the man's gaze as Cesar Martinez herded the two girls through the door. He shifted his duffle bag full of Little league equipment on his back and gave a small salute acknowledging Philip. Philip smiled and gave a small wave back. He didn't particularly think much of the man, but he did go out of his way to coach the kids team for the school.  
Philip sat there for a moment drumming his fingers on the stirring wheel. There wasn't much about his pathetic life and his pathetic marriage that he didn't wish he could do differently, except Penny. Penny was the one thing in this world he'd done right. He thought for a moment about the problem of having the child you wanted with the mother you didn't. He sighed again. He didn't have time for this now at any rate.  
________________________________________  
"Listen Phil no one would ever deny you we're good at your job-"  
But you'll try won't you? You stupid fucking little-  
"-but the truth is Phil," He boss said slapping him on the shoulders hard enough to make Philip want to snap his neck like a piece of celery. "You're just not a team player, you know?" The echoboomer said with a shrug as he walked back behind his desk and sat down.  
Yeah 'uh know' you over privileged- "Did someone report a problem sir?" Christ every time he had to call him he 'sir' was sure the word would break his teeth.  
The little brat looked wide-eyed for a second before waving his hand dismissively. "Hm? Oh no, no" he said with a laugh. "It's just… if one member of the team does too much, well than it isn't really a team is it?"  
"I thought those players were just called VIPs" Philip said with a grin.  
His boss looked at him blank faced for nearly a minute, mostly trying to grasp the joke that bombarded his pea brain, then he smiled thinly with a nod. "That's funny." He said softly. "Look Phil, let me be blunt."  
Call me 'Phil' one more time and trust I'll be the blunt one.  
"You're making the rest of us look bad."  
Philip could barely hide the shock on his face. He was really being called in because he was doing his job too well?  
"Listen, it's nothing major just, you know, slow it down a bit. I mean hell a man your age should love hearing that right?" He said with a laugh.  
Philip was glancing down at the letter opener musing about how many times he could stab the little prick in the face before someone called security when his cell phone began to ring. He quickly grabbed it and sent the call straight to voicemail.  
"You didn't turn that off?" His boss said venomously.  
"Just did." He said shoving the phone back in his pocket. "Please continue I'm all ears." He said with his best warm customer service rage-concealing smile.  
________________________________________  
Philip sighed as he retreated to his cubical and put his head on his desk. A few moments later he felt something or rather someone very soft and very warm brush against his leg.  
Rowan sat on the edge of his desk in deliciously short pencil skirt bouncing her leg. She held two cups of coffee and handed one to him as she spoke. "You survived with no fatal injuries, amazing." She said with a grin.  
"Barely," He said with a smile taking the cup of coffee.  
"If you're feeling weak I know CPR" she said with a wink tapping her coffee mug  
"Oh now that you mention it I'm feelin' very weak-"  
She laughed and playfully slapped his arm. "Did you kill him at least? I mean we all want to but please tell me you did."  
"No I spared him today." He said leaning back and taking a sip of his coffee. He was trying his best not to leer at her naked calf that she was bouncing in front of him.  
"Still taking me to lunch?" she said cocking her head coyly to the side.  
Philip looked down at the coffee in his hand. Suddenly the idea of only seeing Penny on weekends raced through his mind. "Actually there's something I need to-"  
"Mr. Blake!" one of the interns ran into his cubicle. "You have a call on line one!"  
"I'm in the middle of a conversation." Philip said annoyed.  
"Mr. Blake it's about your wife." Philip caught Rowan rolling her eyes out of the corner of his eye. "She's… she's been in an accident."  
To his surprise Rowan's demeanor completely changed to one of concern. "Is it serious?"  
The boy looked winded as his eyes shifted from Philip to Rowan and back again. "They're… they're on one." He said quickly before giving one last sympathetic look toward Philip and walking out.  
________________________________________  
Rick  
Lilly face stared back at Rick impassive a hundred different shades of blue and purple. She had at least one black eye with a small cut beneath it probably for the swelling. A few moments ago it looked like she wasn't even alive so it took a moment for what she said to register.  
"What?" Rick said stunned  
"You heard me. You're not getting the prison." Lilly said in her typical even tone.  
Rick got to his feet knocking the chair down behind him.  
"Easy." Martinez said posing a gun on him.  
Rick's mind raced as he struggled to keep calm. He turned to Lilly. "We-" he began before lowering his voice. "We saved you… looked after you… and the baby."  
Lilly's face took on a new coldness, bringing that last part up had touched a nerve, but Rick was running out of options. "That's why I'm letting you live. But you can't stay."  
"Why bother bringing us in then huh?" Rick said through gritted teeth.  
"Because those men didn't need to kill you and believe me they would have" Lilly's eyes stared coldly into his. "and I wasn't going to let you kill them." She rested her hand on the desk. "You'll be given food supplies melee weapons but the guns stay-"  
"You're sentencing us to death." Rick said his face calm but his eyes genuinely pained and confused by the loss.  
Lilly glared him. "You see that boy down there with the scar? Sure you did, he's hard to miss. Daryl shot his brother in face with an arrow."  
"When they attacked the prison!" Rick clinched and unclenched his fists before glaring at Martinez who still had the gun on him. Lilly glanced at Martinez letting him know no one was going to die, yet anyway.  
"Where they killed Carol, Karen, and Sasha, and when Michonne broke free she killed Shumpert." She said giving a small glance toward Martinez. "The world's too small to be playing vindictive war games anymore. They can't make me execute you. I won't , but if I let you stay I'm inviting another war to start." She lowered her eyes for a moment before speaking again. "There's too much bad blood for all of you to stay."  
"We'll die out there… we barely survived this time."  
"Not my problem." Lilly said casually.  
"Carl… and Judith…" Rick said trying to keep his cool.  
Lilly's eyes looked coldly and cruelly into his. "Are alive, mine isn't"  
"They'll die!" Rick said slamming his fist on the desk. "No one asked you to… to do that." Lilly just stared back at him. "They know? Your men? They know what you did?"  
The moment those words escaped Rick's mouth he knew he shouldn't have said them. Lilly leaned back in her chair. She looked him up and down with contempt and some quiet rage. "and what did I do Rick?" She said in a soft almost gentle voice.  
Rick glared back at her. "You killed the Governor." He said in a harsh whisper.  
Lilly's brows arched unimpressed. "Hey Martinez?" She said glancing at Martinez who had gone back to lounging near the doorway. "We ever find out what happened to the Governor?"  
"Fucking shame," Martinez said glancing out the door. "Few biters got in, tore him apart, barely enough time to put him down. Just goes to show ya," he said glance at her and Rick. "Never let your guard."  
Lilly went back to glaring at Rick. "fucking shame… and if you ever try to pull something like that on me again it'll be a fucking shame when it happens to you."  
"There's no difference in what you're doing now." He bit out in a whisper. "sending us out there to be hunted by walkers."  
Lilly face softened. "Hunted by walkers but now by us… If it takes your life, Michonne's, Judith's… your entire group to keep the peace here, I'll do it. If you stay that's what will happen. I've already had to kill two to save two dozen. This isn't what I want Rick." Her eyes met his and Rick felt a pang of guilt inside him amid the desperate anger. "This is all I can give you."  
"What about Woodbury?" Martinez's voice said suddenly. Both Rick and Lilly looked at him.  
Lilly's eyes moved back to Rick then to Martinez. "You know half a dozen people isn't enough to run that place never mind keep it secure."  
"Besides last time we were there it was overrun." Rick said bitterly.  
"Not for them for us." Stillness fell over the three of them for a moment. "I mean you said this place is a raw deal anyway." Martinez said with a shrug.  
Rick and Lilly looked at each other again. "How overrun?"  
"'bout thirty or so." Rick said.  
Lilly's eyes darted up to Martinez. "Taken on worst." Her eyes then moved back to Rick. "Rick…I think you should go keep an eye on your people for now. Martinez and I have a few things to sort out."  
Rick was reluctant to leave, but this was finally a glimmer of hope. He took one last look at Lilly's beaten face and her messed up arm strapped to her body like a wade of meat. Regardless of what became of this he knew he wasn't in a position to ask her to sacrifice anymore.  
________________________________________  
The Governor  
"…To listen to your message again press-" Philip pressed the number on his phone and began playing the message again.  
"…hey it's me. I'm probably catching you at a bad time... It's nothing urgent just… gimme a call back later love you bye."  
Philip leaned his head against the steering wheel and began playing the message again. His car sat out in front of the school as he waited for it to let out. Finally he saved the message and put the phone back in his pocket. He stared into space for a few minutes before bashing his fists against the steering wheel then strangling it with his hands. He heard a bell go off and the sound of the kids filing out of the building. He took a deep breath to steady himself and honked the horn when he saw Penny. She ran over and got into the car.  
"H-how was your day, honey?" He said clearing his throat to make his voice sound less hoarse.  
"Good." She said blandly as she looked around in the car. "I thought mommy was picking me up."  
Philip drew in a breath. "Sweetheart, there's… something I have to tell you…"  
________________________________________  
Lilly  
Lilly's head lulled a bit as she leaned back in her chair. The pills were starting to wear off and her broken body was beginning to protest. She heard Martinez take Rick's seat across from her. "So what do you think?"  
"I think it would be easier just to take 'em all out while they're here." He said matter-of-factly.  
"Easier," Lilly glanced over at him. "not better."  
He sighed. "Well in that case, yeah this is a pretty good option." The tone of his voice changed a bit. "You shouldn't be worrying about this right now though. You should be resting."  
Lilly looked at the desk with a sad smile. "Never enough time to rest." The room was still for a moment before Lilly spoke. "….I remember thinking what a stupid whiny pussy Ben's mom was for wanting a burial" Lilly said with a bitter smile. "stupid huh? I mean who has the time to bury their kid these days…"  
Martinez looked sadly at her for a moment before his brow furrowed. "…Ben didn't have a mom."  
Lilly looked at him equally confused. "yeah he did. We had to fight her back from walking into the Governor's place night before the attack, remember?"  
Martinez looked up at the ceiling for a moment before closing his eyes realizing who she meant. "oh! No, no that was Tim's mom, asian kid."  
"Seriously woman did you bother to talk to or get to know anyone there?" Martinez said with a laugh, but Lilly wasn't smiling.  
"…and where are Tim and his mom now hm? I talked to you, the Governor, Merle, Crowley…Tim, but I didn't make friends, didn't seem like much point. People don't last long enough."  
Martinez grinned at her. "We're friends Lilly."  
Lilly smiled back glancing down at the desk unimpressed. "That why you did it?" She grinned and winked. "You wanted to be… friendly?"  
Martinez chuckled before popping piece of gum in his mouth and lounging a bit in the chair. "Truth is sweetheart you've seen better days." He said looking her up and down.  
"Tell me about it." She said with a small laugh.  
"I'd have had to do before he turned. You roughed him up pretty bad Lill."  
"You could've have taken him to Hershel."  
"With knife wounds the size of my fist? By the way, remind me never to piss you off."  
Lilly laughed then winced from the overall pain throughout her body.  
"Truth is," Martinez said looking down. "I've wanted to do it since after the first attack on the prison. I just didn't realize it til just then."  
The two were silent for a moment before Martinez broke the silence. "She only found out that day, Tim's mom. With everything going on no one thought to tell her about Merle and Michonne."  
Lilly rubbed her eyes remembering. "Yeah, yeah we were busy with…. Maggie and Glenn."  
"Then the attack and… no one really bothered." Martinez smiled sadly with a shrug. "She didn't even know he'd gone out with Merle that day. She never was cool with him going out with us."  
"Can't imagine why" Lilly said softly. She glanced up at Martinez. "Would you have done what he did with Penny?"  
Martinez sighed and scowled bitterly. "If there had been enough of my kids left you mean?" He thought for a moment. "Don't know… maybe, wasn't time for a burial either."  
"Never is." Lilly said softly before gently stretching in her chair. "Call the boys together in two hours, You're going to have to address the troops." She lifted herself up with a cane and crossed the desk.  
"Wait why me? Can't-" He began quickly.  
"Because a group of men aren't going to listen to some battered fat chick that they don't even know-" She was speaking too quickly and had to hold the desk as she swooned. "who's still a bit high on painkillers."  
"…You haven't put on that much weight." He said with a shrug.  
She gave her head a slight shake before looking at him with a reassuring smile. "besides you actually talk to people."  
"There's also another little matter we need to take care of." Martinez said raising his brows. "The black bitch"  
"She has a name." Lilly said with a glare.  
"Yeah I've got a few for her… she killed Shump."  
Lilly lowered her eyes. "tall, dark, and silent," she said with a bitter smile. "I didn't even get to say hi to him… he was going to teach me how to shoot a bow back in Woodbury… never enough time."  
"Yeah well she stabbed him in the head." Martinez bit out then sighed. "Bitch's probably dead by now anyway… walker will be easier to find."  
"She's not dead. You couldn't kill that woman with an atomic bomb. I am, however, worried about what will happen if any of the boys coming across her."  
Martinez sneered at her. "You're actually worried about her?"  
Lilly gave a wry smile. "No I'm worried about them. The last thing we need is a fire fight in here."  
Martinez glared at her. "She killed Shumpert, Lilly… He never hurt her."  
Lilly gave a shrug. "Doesn't matter. Tensions are already running high enough, but no matter what happened before, the death stops now."  
Martinez scowled deeper and looked down.  
Lilly looked at him for a moment. "This all started because of one dead little girl, but we're ending it here."  
Both of their heads shot to the door when they heard a yell of pain. They're eyes darted to one another.  
Lilly let outa heavy sigh grabbing her cane. "fuck… what now?" she muttered as she hobbled out the door and to the rail after Martinez  
Lilly looked down at a badly beaten woman with hacked up hair surrounded by men. Near her Rick was hold Glenn who was clutching his side.  
Martinez casually glanced down at the scene then spat out his gum. "Found her." He said cocking his gun and walking toward the stairs.  
"Martinez!" Lilly shouted forcing him to spin on his heel. "Keep everyone calm down there, subdue her but do not kill her."  
Martinez looked her up and down in disgust.  
Lilly's brows looked up pleadingly. "Caser, this is going to be hard enough. I need you to have my back on this."  
Martinez sighed and shook his head then he glanced down at the scene. "Doesn't look like they'll need me."  
Lilly looked down and saw Tyreese saying something to Michonne as he cautiously approached her. Michonne held up a shiv of metal between them. Slowly Tyreese reached out to her and held her. All at once Michonne collapses to the ground.  
"Keep everyone cool down there and don't let anyone near her." Lilly said never talking eyes off the two below. When she heard Martinez walking away she remembered something else. "Martinez… make it four hours."  
________________________________________  
The Governor  
Penny was still the entire car ride home. She didn't cry, she didn't scream, she didn't say a word just silently stared out the window. Philip pulled into the drive and turned off the ignition. "We're home." He said softly.  
Penny just nodded and got out of the car. Philip walked towards the house which until that moment had never seemed so large, empty and imposing. He stopped dead when he heard what sounded like a small puppy whimpering behind him. He spun around and saw Penny standing in the front lawn tears running down her face. He ran back over to her, bent down and hugged her.  
"Mommy" she sobbed into his chest.  
"Shh shhh it's okay Daddy's here." He said stroking her hair frantically fighting back tears of his own. "Daddy still loves you." He said kissing the top of her head. "Daddy's never going to leave you. Shhh shhh, it'll be ok"  
Chapter 28  
________________________________________  
Michonne  
Michonne sat in the bunk staring at the wall when she heard the sound of footsteps coming toward the cell. Her body tensed and readied for a fight.  
"Hey oh!" Lilly said giving a wave to the young man who glared at Michonne with a gun pointed at her as Lilly limped into the cell.  
Michonne had woke up in Lilly's cell the, where she had collapsed for the past day. She'd woken up here, after Tyreese had simply said they were sorry. They were sorry and had nothing else to say. Because they knew what she had to go through for Judith, because there was no level of sorry could make up for that. It was then that she passed out in Tyreese's arms and woke up here, back where she started.  
Lilly glared at her coldly, but there was no malice. She looked at her knowing that just by entering this cell she was putting her life in danger. Michonne felt a small bit of satisfaction in that. Despite her hobble Lilly still looked like Lilly, beaten, heavy on her feet, but still the lethal coldblooded thing Michonne had always seen her as.  
Lilly gave a nod towards Michonne's bunk and the boy quickly unfolded a chair on the other side of the cell. "Lil' closer hun, it alright." Lilly's eyes met Michonne's with their same ice. "We've met."  
"Ma’am Martinez said-"  
"Did that sound like a question to you, son?" Lilly's head shot over to the boy. It was amazing, almost hilarious. She was holding most of her weight on the cane, her arm was nearly a stump, and her face looked nearly mutilated. Yet here she was striking fearing to this young well armed man. Typical Lilly, she may have pretended to be one of the boys, or the nameless refugees of Woodbury all she liked, but it didn't change the fact that the second she entered a room she commanded most if not all of the power in it. Her body started to relax a bit.  
The boy moved the chair close to the bunk where Michonne was sitting up. It looked like Lilly was putting even more weight on the cane as she limped to the chair. She sighed heavily,; Michonne could tell even moving slightly was killing her and yet her she was. She was carrying a duffle bag awkwardly on her back because of her bum arm. She slung it over herself and let it come down in a lump on the floor.  
"alright piss off for a bit, me and my lady here gotta chat." Lilly said with another labored sigh as she set down her cane next to her.  
"Miss…"  
The boy shifted uncomfortably. His eyes darted between Michonne and Lilly.  
"I said it's alright." Lilly's tone changed when she glanced at the boy and saw real concern. "Stand outside the door if you want we just…" she looked at Michonne. "Need to talk about a few things."  
The boy nodded giving a glare at Michonne before he left.  
Lilly sighed looking at Michonne in silence for a moment. "sooooo how ya been?" Lilly said like a giddy school girl.  
Michonne just glared back at her for a moment. "Better than you look."  
Lilly smiled. "Doubt that though I do have to give you props," She fished in her bloody sweatshirt and pulled out a bottle of pills. "You're harder to kill than a cockroach on steroids." She pulled out a pill with one hand. She examined the pill debating it for a moment, then bit it in half putting the rest back in the bottle. "Hershel says he can save the arm, amazing but he's going try." Lilly said glancing at Michonne's injured arm. "The eye's shot but he can keep the infection from spreading, the other one might be salvageable."  
Michonne was becoming bored with the conversation so she went back staring at the wall.  
Lilly paused. "He also says there are parts of you you won't let him examine," Lilly paused again. "And you're refusing painkillers… well your loss, more for me and they're yummy." She said popping the half pill in her mouth.  
"How's the baby." Michonne asked in a soft cold voice, pointedly changing the subject.  
"Dead." Lilly said flatly as she shifted in her chair.  
The cell was silent again. "You wanna talk about it?" Michonne said looking over at Lilly  
"Him not it, do I want to talk about him, and sure, I can gab all about my dead son and you can tell everything the Governor did to you in all those part you won't let Hershel see." Lilly said with a cruel nearly manic grin before her face returned to a scowl. "You killed a friend of mine you know."  
Michonne glared at her. "Your friend probably had it coming."  
Lilly's scowl deepened. "No he didn't, but what's done is done. I'm telling you not to make a habit of it in the future."  
Michonne smiled thinly. "I hear you killed a friend of yours too."  
"Oh now I don't know anything about that. Couple of biters got in there was nothing left when we put him down." Lilly shrugged. "shame really so many people gunning for him, Rick, Daryl, Glenn, you…. Then couple of biters take him out." Lilly stared off for a moment. "Bastard never saw it coming." She said softly.  
"I wouldn't have seen it coming either." Michonne said softly. She leaned back into her pillow her smile deepening. "Too bad you had to put him down, I could have used a new pack mule." Michonne was still smiling but glared viciously at Lilly. "Was it slow? Tell it was slow. Tell me he was screaming and crying the whole time."  
Lilly glared back at her. "You two are a lot more alike than you realize."  
"We are nothing alike!" Michonne bit out.  
"Oh really? never had a problem killing walkers, hell you fucking enjoyed it-"  
"We all do, if you don't you die."  
"-But what sets you two apart" Lilly continued. "Is that you never stopped seeing them as people when you did it."  
Michonne jerked her head away.  
"Those pack mules… now that was sick and unique torture at it's finest." Lilly said with an evil smile. "doomed for all of eternity to walk around hungry, but never able to eat, just a mindless monster whose sole purpose is protecting the woman they wronged," Lilly paused as Michonne looked at her. "am I right?"  
"They had it coming." Michonne bit out her bottom lip trembling. "They deserved worse."  
Lilly sighed and shrugged. "Not going to argue." She paused again. "I think… I think that's why seeing Penny like that got to me the way it did. Keeping a little girl chained up in a dark room full of biter heads. I always hated him for that" Lilly scowled. "If he really loved her he'd have put her down, but she didn't need him… he needed her."  
Michonne's faced contorted like she was about to cry. "All the things he did to me… just made me hate him more, talking about Andrea… but when he talked about Penny…" She paused her lip trembling. "He told me about her first day at school…when she lost her first tooth. How she'd crawl into bed with him and his wife during thunderstorms. Then just his bed when she had nightmares about her mother. I-" Michonne as near tears as she spoke. "I didn't kill a little girl damnit!"  
Lilly just looked at her unimpressed. She rolled her good shoulder then lightly touched her bum arm. "You made the right call, your timing could have been better but hey" she said with a shrug. "We all make mistakes."  
"I didn't make a mistake." She said through gritted teeth her eyes red rimmed. "He had me hunted for days like some animal. Then he was begging me, begging me! Not to hurt his pet corpse." Michonne scowled almost shaking with rage. "I didn't make a mistake." She said low growl.  
Silence again fell over the cell. Lilly looked up at the ceiling. "I still stand by my belief that if we had just taken you out sooner Woodbury wouldn't have fell when it did."  
Michonne knew despite that comment Lilly had no intention of killing her. If she did Lilly would have done it already. "That a good thing?"  
Lilly smiled bitterly. "It was a house of cards and we did a lot of coldblooded shit that I'll never be able to forget to keep it going. Still, having a home for a few more month would have been nice." Lilly sighed again as she leaned over and started to fish around in the duffle bag. "but hey shit happens right? I brought you a present." She said pulling out the katana and tossing it to Michonne who caught it with her usable arm.  
Michonne unsheathed it examining it.  
"But you have to promise not to use it on Glenn anymore." Lilly said with a smile.  
Michonne sheathed the sword. "…How is he?"  
Lilly shrugged. "Kid's tough… he'll live. Poor Hershel is becoming a very popular man these days" Michonne just sat there looking at her sword. "I don't blame you… but ya'll are going to have to kiss and make up at some point, because you sure as hell can't stay here."  
Michonne was silent as she just stared into space.  
"Now I didn't just give that back to you because it brings out your pretty eyes… pardon eye." Lilly said again digging through the bag. She pulled out a tourniquet, the Governor's belt, half a dozen towels and a nearly full bottle of scotch. "I need you to hack off my bum arm."  
Michonne looked at her wide eyed. "Why?"  
"I talked to Hershel. I'll never be able to use it. Hell I can't even feel most of it anymore. Best case scenario, it's a wad of dead flesh waiting for gangrene and it'll kill me. Worst case scenario if I get bit I won't know it and I'll kill someone else. Beside I…" Lilly paused with a sad smile. "don't really like thinking about all the people he made me kill with it."  
Michonne was silent as she looked at Lilly. "Would you have put Penny down?"  
Lilly shrugged. "Don't know… that's seems to be a problem for me." She paused. "The baby was stillborn. He wasn't sick. He was dead."  
Michonne waited for Lilly to continue, but she didn't. There was no point in asking what she already knew. "I'll do the arm, but there's something I need you to get for me. It's in the cell where they kept me."  
"Damn woman I'm letting you hack off my arm and still you want more?" She said with a laugh. "What is it?"  
"It's the picture of Penny the Governor made me look at while… Should still be on the left wall."  
Lilly was silent for a moment before she called to the young man standing by the door and sent him to fetch the photo.  
The cell was once again silent. "Weren't you scared? When you knew the baby was dead?" Michonne asked finally.  
Lilly laughed, but it was anything happy. "What? That he'd bite me? …with his little gums?" Lilly's eyes started to shine wet. "scratch with… with his tiny hands?" She holding her fingers about an inch apart. She quickly brought a hand lips then breathed heavy steadying herself. "No… I wasn't scared."  
The boy returned winded and handed the picture to Lilly. "That it?"  
Lilly looked at the picture of the young girl beaming a smile up at the camera, the sun shinning on her soft brown hair. "yep that's the one." she said softly. She gently kissed it before handing it to Michonne.  
Michonne looked at the picture for a long time.  
"What are you going to do with it?" Lilly asked as she watched her studying the photo.  
Michonne slipped it into her pocket, then she unsheathed her sword. The boy pointed the gun at her.  
"Hey it's cool." Lilly said holding up a hand. "My friend here is just doing me a favor."  
The boy looked confused as Lilly told him to help her tie the tourniquet around her arm. She moved the chair closer to Michonne. "Try to get as close to the tourniquet as you can." Lilly said taking a few big gulps of the whiskey.  
Michonne nodded. The boy turned to face the wall.  
Lilly brought the belt up to her mouth and was just about to bite down when a small smile crossed her face. She glanced at Michonne. "Hey wanna hear a joke?" She said as Michonne raised her blade.  
"No."  
"What do you call a stillborn?" She said propping the arm up on the back of the chair. Her eyes rolled up to meet Michonne's. "a crawler."  
Michonne looked back at Lilly with wide eyed horror for a moment. Then suddenly she let out a burp of laughter, as Lilly began laughing too. Lilly's eyes started to well up and her laughs quickly became sobs. Michonne realized she was crying too as she watched her. Lilly took in a few breaths righting herself as she pulled up her right sleeve. She smiled at Michonne her eyes red and bloodshot. "ready?"  
Michonne nodded "yeah."  
"see you on the other side." She said with a wink as Michonne brought down the blade.  
________________________________________  
The Governor  
The Governor knelt down in front of Lilly as she tentatively stepped towards him. Every nerve in his body was buzzing from tension. When she tried to go in for the blow he'd grab her hand and wrestle away the knife. The baby was far enough along that it could be saved even if he killed Lilly. He felt bad he was depriving yet another one of his children of a mother, but Lilly had already shown what kind of mother she'd be.  
He eyed the hunting blade as she held it over him. His breath shaking in his throat.  
"Sometimes I just wish..." She spoke softly. "I couldn't tell when you lie."  
Every nerve inside him went on high alert when she said that. He lunged for her hand, but she moved out of the way then with the butt of the handle slammed hard into his temple near his bad eye. He fell backwards writhing in pain. In an instant she was on him and nearly stabbed him in the face, but he diverted the blow and instead the blade buried itself in his shoulder. He yelled out in pain and kicked her off of him. He grabbed his shoulder as he got to his feet. It wasn't long til she was up too. His stomach lurched as he saw the scuff mark on her sweatshirt and she grabbed at her belly and wince.  
"You…" He growled low unable to contain the rage and panic in his voice. "You ungrateful heartless little bitch!"  
Lilly winced again. "I knew it was too much to think you could do anything selfless."  
"What? Die to let you raise my daughter?!" He winced touching the stab wound that was covering him in blood. "You who would kill her just for a shot to kill me! You sick evil bitch!" He screamed as he advanced on her.  
"Better dead than in your care." Lilly said coldly. "You gonna make her torture or be tortured when she pisses daddy off huh?"  
"Donn't matter darlin'" He said with steel of his own in his voice. "You won't be around to find out."  
"I'll bet you'll use that too. 'walkers got to mommy, this is why you're never allowed past the walls'" Lilly spat at him.  
The Governor grinned evilly. "Well I hadn't been planning on it, but it sounds better than 'mommy was a psychotic bitch who tried to kill us both." His grin disappeared. "After everything I did for you, sparing you, offering you everything you ever wanted, it's still not enough!"  
"I signed up to kill Philip, not to torture. I'm doing exactly what you wanted making the hard calls. Besides," She gripped the knife ready for another attack. "you ain't got no more Woodburys to sell, love."  
The Governor steadied himself on the desk. He slowly looked Lilly up and down unimpressed with disgust. "Don't put on airs for yourself, honey. I bought you body and soul for a glass of water."  
"You never had my soul, Philip." She replied coldly. "and my body cost you two glasses of scotch."  
He grinned cruelly. "and even that was too much for it." He was getting closer to her now. "So help me god if I have to rip my daughter out of you so be it."  
"Then come and get her." She said coldly before he lunged at her.  
She stabbed him in the leg before he managed to wrap his arms around her. He turned her away from him and grabbed her good arm and sunk his teeth into her wrist. She screamed in pain and he realized he'd never heard her scream before. And what an appealing beautiful sound that was. He decided when he had her subdued he'd make her scream as much as possible. His mind raced with all the things he'd do to his lovely Lilly when his daughter was free from her.  
Lilly held tight to the knife. She gave one great yank of her arm freeing it but leaving a good chunk of it in his teeth. She then leaned into him hammering the knife against his whole left torso puncturing his lung, shattering his ribs and destroying anything else she hit. He screamed then grabbed her by the hair and slammed her head into the desk three times. She collapsed to the floor dropping the knife.  
The Governor fell to his knees panting. His heart beat a little faster when he licked his lips tasting her blood. He crawled over to her and turned her over. Her head lulled and there was a large gash on her forehead from the desk. He straddled her taking care not to put any weight on her stomach. Her eyelids fluttered as he ran his hand over her face neck and chest. He then sunk his thumb into her gunshot wound. Her body bucked violently beneath him as she screamed again. She dug the nails of her good hand into his arm but he only laughed in between pants. He then punched her hard twice in the face making her go slack for a moment. The held her head and kissed her deeply in the mouth. He rolled his tongue around in her mouth again tasting and savoring her blood. He leaned back panting and punched her again twice. He pulled violently at the wound nearly taking her arm with it. She bucked and screamed again. She winced with a small whimper that he decided was even more intoxicating than the sound of her screaming.  
"Beg me." He said winded with a grin. He ran his hand over her again. "Beg me to stop Lilly."  
She turned her head to him and spat blood in his face. He responded by hammering her face and the wound with his fist. After a minute he began to feel like he was drowning. He crouched and hacked up some of his own blood beside her. He turned to his side which he hadn't noticed enough from the heat and adrenaline. He wasn't panting from the fight, she'd done some real damage to him.  
He backhanded her one final time before struggling to get to his feet. "oh no, no, no" he muttered as he dragged her over to the pipe on the far side wall. "no darlin' no you're not getting off that easy." He said handcuffing her to the pipe. He knelt down holding her face and whispered in her ear. "Don't get too hung up about what I did to Michonne, cause compared to what I'm going to do to you, baby." He wiped her hair out of her bleeding face. "It's going to seem like a pleasure cruise."  
He stumbled along the wall towards the door. Everything was starting to grow darker. He clutched his side his body starting to shake from blood loss. He fell to his knees and felt like the door was getting further and further away. His eyes widened as every breath grew more labored and more painful to draw. He grabbed for the door and unlocked it before falling to the ground. She'd really done it. The little bitch had really killed him. He crawled toward his gun and holster as panic started to set in. He was really going to die, he'd never see his daughter… because of his loyal Lilly.  
Chapter 29  
Hershel  
The Governor's eyes narrowed when he saw Shawn sitting beside Hershel's cell again gabbing away.  
"Shawn." The Governor called out to him as he walked up. He smiled warmly. The boy stood at attention. The Governor leaned against the cell door. "Is this where you're supposed to be?"  
"M-Martinez said once I was done cleaning out the toilets and the garden I could take the rest of the day off."  
"Well he's organizing the armory right now, why don't you go help him out."  
The boy looked almost giddy. "The armory?"  
The Governor shrugged casually. "Sure, you're already a good shot. Think it's time you moved up from just cleanin' toilets." He gave him a light slap on the arm. "gone now."  
The boy glanced at Hershel uneasy for a moment before taking off.  
The Governor watched him go with a sigh. "Now what could ya'll be talkin' about I wonder."  
Hershel looked wearily up at the Governor as he sat on his bunk. He shrugged. "Just about his life before this place."  
"Oh?" The Governor said raising his brows innocently. "How about your life before this place? Ya ever talk about that?"  
Hershel'd body tensed. "No."  
The grinned lightly tapping his wedding ring against the bars. He opened the cell door and slowly walked in. He sat down next to Hershel on his bunk making him feel uneasy. The Governor just looked at him smiling for a moment. He brought a hand to his lips thoughtfully. "You have… two daughters am I right?"  
Hershel's eyes darted over to the Governor.  
The Governor snapped his fingers light as he thought out loud. "What's her name, not Maggie, I remember Maggie." He paused with small chuckle running his tongue along his teeth. "be real hard to forget Maggie." He said softly.  
Hershel could feel the anger beginning to burn inside him. He'd taken pride that he had never felt genuine malice or hatred for another person or creature. He hadn't hated anyone or believed that anyone could be evil at their core, until that moment.  
"B…something… Britney… Beth? What is she? Bout seventeen now? Bout Shawn's age." He said giving a nod toward the cell door. "Still a little girl really. Pretty little girl if she's anything like her sister." He said a grin.  
Hershel's jaw tighten as he glared at the Governor.  
"You know what we're going to do to your pretty little girls when we find them?" The Governor said softly.  
The whole room seemed to turn into an ice locker as Hershel looked at the Governor's cold eye.  
"Lord knows these men work hard, place could use a woman's touch. Those men could use a woman's touch too." He said with a thin smile. "So you gone be as friendly as ya like. You just remember what their gone do to your pretty little girls, because I'm gonna make you watch when they do."  
Hershel thought about strangling or punching him. "You put on a good act son, but evil men always have a way of being their own undoing." He said calmly  
The Governor glared at him with a smile. Then he slapped Hershel on the back as he stood up and walked out of the cell. "Have a good night Dr. Green." He said slamming the cell door shut behind him.  
________________________________________  
Hershel sighed as he bandaged Lilly's stump and shoulder. "How many times do I have to say 'Don't do anything stupid' before you'll listen."  
Lilly swayed a bit looking at her arm. "Well if you know I'm not going to listen…" She smiled as she sipped the scotch out of the bottle.  
"Don't see why you couldn't have waited until I was in the room." He said finishing up the bandage.  
"I had this funny feeling you'd try to stop it." She set the bottle aside examining the arm.  
Hershel gave his head a slight shake. "Minimal blood loss that's lucky. You must be made of whale bone I don't know how you're still on your feet."  
Lilly let out a small laugh as he gently doubled checked her busted nose. "me neither"  
Hershel was silent as he looked at her putting away the gauze and bandages. "Not punishing yourself for anything you shouldn't, are you?"  
Lilly's bloodshot eyes rolled over to look at Hershel. "It was dead weight, Hershel."  
Hershel didn't have time to respond because Martinez came barging in. He looked at Lilly's arm his mouth wide. "What the fuck did you do?!"  
Lilly gave her head a slight shake. "I thought I could stand to lose a few pounds, that's all."  
He winced as she pinned up her sweatshirt sleeve over her stump. Martinez's eyes darted over to Michonne who glared up at him from her bunk. "She help you with that?" He asked coldly.  
"Yes, because I asked her to." Lilly commanded. Slowly she got her feet. "The men ready?"  
Martinez looked uneasy. "yeah they're ready."  
Lilly nodded and got to her feet. She glanced at Hershel and Michonne. "Just hang tight we gotta take care of something." She hobbled over to Martinez. "okay let's do this."  
"Lilly" Martinez said in an anxious whisper. "I-I don't think I can do this."  
"Sure you can. It's just like giving a school report. Nothing to it and I'll be right beside you." She said with a warm smile then hobbled past him.  
"I hated giving school reports." He muttered under his breath as he followed her.  
When they were gone Hershel turned to Michonne. "How are you holding up?"  
Michonne just gave a shrug.  
Hershel looked at her. "I'm not gonna tell you to forgive them. No one would blame you if you didn't."  
Michonne didn't speak her eye just bat back a few tears.  
"I didn't think they we're coming back for me either." He said softly.  
"But they were. And you didn't have to go through what-" She broke off gritting her teeth. She closed her eyes. "You weren't… being reminded of it every day." She sighed. "I… I don't hate them. I just… don't know how I can stand being around them now."  
"He's taken so much from all of us." Hershel said softly. "Don't give him more."  
Michonne was lost in her thoughts for a moment while Hershel began to leave, before a nagging thought resurfaced. "Hershel!" She said stopping him.  
He turned on his crutch looking at her.  
"What did she do with it?" Hershel was silent so Michonne pressed on. "What did she do with-"  
"Michonne…" Hershel said after a long pause looking at her. "She put him down… "  
________________________________________  
Lilly  
The men were all gathered waiting. Wisely she had told Rick's people to stay out of sight until they had this sorted out. She could already feel the tension and growing aggression building in the air.  
Martinez glanced one last time nervous at Lilly as the stood on the balcony in front of the warden's office overlooking the main hall. "A'right listen up!"  
The men went silent and all eyes turned to Martinez. She saw him visibly tense when they did.  
"Lotta shit's gone down and I'm sure you've all got a lot of questions-"  
"Yeah like how the fuck did the Governor die and why the fuck are the people we evicted from this place here now?!" Mooney yelled out. Being apart of the mob had made the little prick ballsier than normal.  
There were a few gasps and frantic chatter about the Governor's demise. Martinez waved a hand yelling to them. "Yeah, yeah, look some walkers got in and-"  
"How did walkers get in? This place is secure!" One of the men whose name escaped Lilly yelled.  
"I notice we've had a lot of problems come up since those people decided to show up and the Governor disappeared." Mooney yelled venomously. Lilly made a mental note that he'd be a pistol to handle in the future.  
In moments the hall was filled with talking and yelling questions and no matter how much Martinez raised his voice there was no stopping it. Finally he looked over at Lilly with hints of genuine terror in his eyes. Insurgency; lose control of the mob and people turned into animals in the blink of an eye.  
The panic started to set in as Lilly heard one or two violent threats through the din of the crowd. Finally her anger took over and she grabbed Martinez's gun and fired the semiautomatic into the air for nearly thirty seconds before the hall became dead silent.  
Lilly glanced over the crowd as they all stood silent; too stunned even to reach for their weapons. "ATTENTION-ALL-BITCHES!" When they were silent and she knew no one was going to start yelling out again she tossed the gun back to an equally stunned Martinez. She then turned back to the crowd. "Thank you." She leaned her cane on the railing and held the railing to keep herself steady. "Yeah, he's dead, but before you reach for your hankies you should know. He played all of you." Lilly paused scanning the crowd before she continued. "Look at you." She said in disgusted. "The warriors who survived the apocalypse; happy just to have a damn prison. The Governor's dead because he forgot the first rule of this world." Lilly paused. "There is no such thing as safe... not now. But ya'll knew that before the world went to shit. Ya'll knew you'd end up spending the end of your days in a prison one way or another. So did he, why offer you a place fit for human beings when you're just happy for food shelter and another day… in hell. Just like before." Lilly felt a small pang of guilt as she looked across the crowd and saw the well hidden shame in all of their faces. Knowing they we're the ones the good world had cast aside. "Now I'm not offering paradise, I'm not offering security, but this place has proven that it isn't secure, or safe. I'm not offering a place where you can let your guard down for even a moment, because I can't, no one can. I can't offer you a fortress, but I can give you a home." Lilly gripped the rail tighter feeling herself swoon from… everything. "A town… a home, a place worthy of living in not just surviving. The home I protected, your home that I'm asking you to protect and live." She let what she was about to say set into her own my mind for a moment before she spoke. "Time has come boys. To stop playing solider and start being men."  
The crowd was silent as they looked up at her, finally Mooney spoke. "Who the fuck are you?"  
"I'm second lieutenant Lilly Caul of the united states air force, and you" Her eyes looked down at him with cold authority. "better watch your fucking mouth when you address me"  
Mooney flinched not enough for the other men to notice but enough for Lilly to know he understood that she'd put him down if he became a problem.  
She looked back at the crowd who still looking at her in silence. "We're done here." She said coldly before taking her can and walking away toward the cells.  
Martinez was just as stunned as everyone else. He jogged up next to her before walking with her at her hobbling pace. "Like a little Governess" He whispered the s's in a hiss with a wide grin on his face.  
Lilly glanced at him woozy. "Give a small debrief to anyone that gives you trouble we're taking everyone in one go."  
"Wouldn't it be easier to take a small group?"  
"It would but if Rick said there's thirty there's probably more, besides" She stopped to catch her breath. "Everyone needs to choose a side now and stick with it. I'll be in the warden's office if you need me." She held the wall beside her for support, but stopped when she sensed Martinez was going to try and help her walk. "and if you ever call me that again I'll knock your teeth out."  
Martinez smiled. "Good to have you back lieutenant Caul" He said with a mock salute  
She smiled back. "Get moving."  
________________________________________  
Lilly stared at the human shape of her father's head under the saltlick. Didn't even look like a person, really. Maybe it was the shock of it, maybe it was the way he's given her hell her whole life, but she could help but wonder why she wasn't crying. She heard the door open. Her whole body tensed, the John's brothers? She didn't care if it were, she didn't care about anything. The last person alive who remembered who she was before the end of the world was gone, why should she?  
She heard small footsteps and a small gasp and realized it was Clementine.  
"Lee… Lee said… I should keep an eye on you."  
It took a moment for the words to register. For the idea to kick in, for her to silently curse Lee for sending her back here. She moved toward Clementine. Her hand and arm felt detached as she held Clementine shielding her from the sight of her father. She tried not to shrink away from the awful feeling of Clem's trembling body.  
"Clem, Don't look; it's okay. Just look at me Clem, please just look at me." She took Clementine's small round face in her hands. Her small dark innocent eyes were wet with tears. It was at that moment Lilly started to cry. Clementine's face contorted with pain and when it did Lilly brought her close and hugged her. "Listen to me… Listen there's something I have to tell you. It's very important I have to tell you" Lilly whispered. "Listen, don't be afraid. This world is going to change you and you can't be afraid"  
"Of Walkers?" Clementine said smally into her shoulder.  
"No don't be afraid to care about people." Lilly said looking down at her father's body. A man who only paid her a compliment to win an argument with someone else, after the world ended. He was someone who'd been screaming at her her whole life. And now she'd realized she give anything just to argue with him one more time. "It seems easy now but the longer you live the harder it gets. It's always been that way but it's harder now that everything is… like this. Someday you may even have to hurt the people you care most about. You may want to stop caring because it hurts too much to love people, but don't. Don't stop caring about the people you love even when it hurts." Lilly turned Clementine's face to look up at her. "You'll turn cold you'll need to to survive but you can't shut everyone out." She looked at her father one last time. "If you do you'll end up like me."  
When she looked back at Clementine her skin was rotting and her eyes looked back at her cloudy and feral Lilly jumped back throwing Clem off of her.  
Lilly was jolted awake by a knock at the warden's office door. "She frantically wiped the sweat off of her face and neck. "Come in."  
Martinez walked in and from the look on his face he could tell she was shaken up. "You alright?"  
Lilly cleared her throat. "You just trying to grab forty winks before the move."  
"I was gonna let you sleep a few more hours but they're ready and I think the sooner we do this the better."  
Lilly nodded. "agreed." She'd fallen asleep in the chair by the desk. The bed would have been comfier but she couldn't bring herself to lay in it. "help me up, will ya?"  
Martinez helped he steady herself on the cane. "I could hunt down a wheelchair"  
"Be nice but it'll make me look weak." She said as she limped toward the door. "Can't afford that right now."  
"Trust me hun, I don't think anyone thinks you're anything but a hardass." Martinez said with a laugh.  
"I don't care what they think. I'll need them to know it."  
________________________________________  
Daryl  
Daryl helped load some extra supplies into the truck that Lilly was about to get into. He grabbed a light duffle when Lilly hobbled quickly over to him.  
"No, no I'll take that." She said taking the bag from him and putting it into the passenger side of the truck.  
He looked over at Martinez who gave him a small head nod before getting in.  
Daryl looked back at Lilly as she opened the door. "Sure you're not goin to need any help with this?"  
Lilly shook her head. "Nah they're a tough lot. We can handle it."  
Daryl hesitantly leaned in around her stump arm and hugged Lilly. He could feel her rigid against clearly as uncomfortable as he was until finally she went slack and gave him a pat on the back. When he let go he looked at her for a moment feeling like there were a million things he should say, but he couldn't think of any of them. "Thanks"  
Lilly shrugged. "Whatever." She said with a genuine smile though before getting into the truck.  
Rick  
Rick walked up beside Daryl on the catwalk watching the caravan leave as the Carl opened and shut the gate. "Didn't need to go down like this…" Rick said softly.  
Daryl just shrugged. "She what she thought she had to."  
"Did she know?! Did she know what we were planning?"  
Daryl nodded. "Yeah."  
"Then why did you let her-"  
"Damnit I didn't let her do nothin! You ever tried talking her outta anything?" Daryl shifted her crossbow on his shoulder and began to walk away.  
"Daryl!" Rick said stopping him. "She didn't have to look the baby" he said softly.  
Daryl was silent for a moment. "The kid was already dead, Rick." He said turning his head slightly toward him before walking away. Rick just stood there silent staring out at their home and his son looking back at him by the gate.  
Chapter 30  
Lilly  
Lilly stared off into space racking her brain for some idea of how to avoid the coming battle. Every way she turned it over in her head involved someone getting killed who didn't need to. She lightly hit her head against the concrete. It would be insane to try and take out the Governor herself now. She was down an arm, and the struggle could hurt her baby. If the attack happened even with the ambush Rick and crew would probably get killed or worst captured. And then there would only be him to turn to. It was bad enough facing the idea of starving to death or worst outside, but now she had someone who needed her.  
Lilly wiped the sweat off her brow glancing at Daryl wondering if he was asleep. She felt a little bad about busting his nose. Hell, he was a Dixon he could take it. She fanned herself. Summer must have been here already, or spring at least. It felt so humid and hot in that cell and that incessant song was driving her out of her mind. She gave her head a small shake, then she felt the baby move inside her in a very unnatural way. Her brow furrowed as she looked down at her stomach. It was then she realized it was the first time her baby had moved in hours. Suddenly she felt a wave of nausea hit her and her breath started to quicken as panic set in. The baby violently jerked to the right then the left as another wave of nausea hit her so hard she was on all fours trying just to breathe.  
"…oh my god…" Lilly's eyes welled up and she yanked off the mask. She clasped her hands tightly over her mouth for fear she'd just start screaming as she felt a small pinching from inside her stomach.  
"Lilly… what's the matter?" Daryl said in a whisper.  
Lilly looked at him almost unable to speak. "My baby… it's… it's…"  
Daryl looked at her wide eyed for a moment before he started to jerk at the duct tape. "Com'mon we gotta get out of here."  
"Why bother now…" She said breathlessly as she felt another pinch inside her, like two soft thumbs pulled at the inside of her stomach. The fleeting thought of whether she'd be infected too went through her mind, but she realized she didn't care. She rubbed her stomach and she felt the baby kick violently against her hand. She felt so stupid for all the planning she'd been doing in her head and all her worrying. All the little happy moments she kept to herself ran through her mind; how smart her little son would be… she just knew it would be a boy regardless of what the Governor thought. He'd learn how to shoot, how to fight, but she'd never let him turn cold, he'd care about others. She was determined this world wouldn't take that. She felt like an idiot for thinking she'd ever get that second chance. She wiped the tears from her face and breathed in deep getting to her feet. She tightly clasped her mouth as a third wave of nausea hit her making her sure she'd throw up. She quickly pulled the mask back on then turned to Daryl who looked at her in horror.  
"Stay put…" She paused taking a breath and trying not to vomit. "we're putting an end to this."  
________________________________________  
Martinez was speechless as they drove. His mouth hung open in a small rectangle. "…how?" he said finally.  
Lilly shrugged. "Late term miscarriage is rare… months of malnutrition, suddenly moving after a month stuck in bed, all the stress… who knows." She looked out the window. "Hershel said the umbilical cord was around his neck which kept the infection from…" She blinked back a few tears with another shrug. "Doesn't matter…"  
Martinez looked over at her before looking back at the road. "Did he know?"  
"You think I'd be alive now if he did?" Lilly said coldly as she rubbed her face wiping away a few tears. "There is no way I could have won that fight, God can you imagine what would have happened to me when he found out." Her fist tightened. "I couldn't even cry for my dead son because I knew he'd hear me." She punched the glove box. She leaned back in her seat and looked out the window disgusted. "How did Penny die? He told me but I knew she was dead, but how did it really happen?"  
Martinez face became hard as he stared out at the road. "She was shot."  
Lilly's head shot over to Martinez. "Shot…? She wasn't bit?"  
"Nope." He said curtly still looking at the road.  
"Then… then he knew he knew she-"  
"Dead the whole time yeah…"  
"If you knew he was cracked why… why did you follow him?"  
He glanced at her. "Could ask you the same thing. You did a lot more than follow him Lills."  
Lilly couldn't help but smile. "I knew he was an evil bastard, I didn't know he was a crazy evil bastard until after the fact. The romance kinda dried up after I learned that gem."  
"He wasn't always nuts you know. But trust me he was always a prick. He didn't start out leading Woodbury either." He rolled his shoulders and stared out at the road swerving the truck a bit to miss a walker. "member how you asked what I would have done if I could have kept my kids? " He looked at her. "That's why I followed him."  
"I was there when it happened."  
________________________________________  
The Governor  
Philip was running away from the gun fire along with Martinez, Milton, Rowan and Penny. He ducked down as they navigated through the trees in the dark of the night. Suddenly two walkers emerged from the brush.  
"Blake!" Martinez yelled as the walker grabbed at Phillip.  
"Daddy!" Penny screamed as he shoved her back.  
"Penny stay back!" he yelled as the walker wrestled him down to the ground. Martinez swung his bat at the walker's head just as it grabbed at Philip's throat. Philip brought a shaking hand to his throat before he grabbed Martinez hand helping him up. Just then he heard Rowan scream as the second walker grabbed for her. He ran over to her scooping up a small log on the ground. He jumped on the walker and began beating it's head in. When it was nothing but a splatter in the grass he tossed the log aside winded. He looked up at Rowan her nose bleeding, her dress nearly torn off her from before. She was sitting on the ground tears running down her face. He gently touched her face. "Did it?"  
She shook her head no trying to calm herself. "No, no I'm alright."  
He then quickly searched for Penny and found her standing near Milton. She ran over to him crying. "Daddy did it hurt you?" She asked hugging him.  
"No sweet pea I'm fine." He hugged her back stroking her hair.  
"They'll have heard that noise we have to move!" Martinez hissed.  
"Over there!" They all heard a man's voice yell in the distance.  
"Shit!" Martinez said helping Rowan to her feet. "Com'mon! Move"  
"Where are we going?" Milton asked panicked.  
"Away from the guns!" Philip grabbed Penny's hand and they all began running as they heard gunfire at their backs. It seemed like they were finally putting some distance between themselves and the national guardsmen men they'd taken in who were now hunting them down. Everything spun out of control when three of the guardsmen tried to rape some of the women. They didn't have much choice but to run, the soldiers had better firepower. Philip was starting to rethink his anti-gun policy now. Suddenly there was another flurry of gun shots and he felt Penny trip he quickly scooped her up in his arms and kept running. They retreated into a cave or at least a gorge where they could hide. They all sat huddled together.  
"Think we lost them?" Rowan asked but didn't get an answer. Just then she looked at Philip and her hands came to her mouth. "oh God Philip…" she said tearing up.  
He looked down at Penny, her eyes closed, her face ashen and her blood staining his shirt. He'd felt the blood soaking his shirt as they ran. He thought she'd just wet herself. He couldn't stop to think more about it. "No… no, no, no Penny!" He said giving her a shake then gently putting her on the ground. He was hyperventilating from fear. "Milton! Come here quick!" Milton ran over examining her. When he looked back a Philip he knew. "No, no! do something please!"  
"I'm sorry Philip," Milton said with tears in his eyes. "It's beyond me I can't-"  
"No, " he pushed Milton out of the way shaking his daughter ignoring the fact that she now felt cold. "Penny look at me. Honey please just open your eyes please. I'm right here, Daddy's right here please… please." He said crying as he pushed the hair away from her face.  
The cave was silent saved for the soft sounds of crying.  
________________________________________  
Philip could faintly hear the chatter outside.  
"We're sitting ducks standing out here we need to move." Martinez said.  
"The man just lost his daughter give him a moment for godsakes." Milton replied.  
"Didn't see you doing much about that." Martinez shot back.  
"There was nothing I could do."  
"Quiet both of you!" Rowan said in a loud whisper.  
Philip stared down at what remained of his daughter tears still running down his face. He held her small hand in his when suddenly he felt it twitch. He stared wide eyed at her as her eyes slowly fluttered open. "…Penny?"  
She reached for him violently trying bite him. He wrestled her to the ground. "Penny can you hear me?"He said looking into her cloudy feral eyes as she bit at the air. His little girl was still alive, she hadn't been bit. He pulled off his belt and bound her hands together. "Honey I'm not going to hurt you. It's ok shhh shhh Daddy still loves you." He said as he tied the belt to a rock in the far side of the cave. He tilted her head down and kissed the top of her head. "It's ok daddy's here." He looked behind him his mind racing frantically. He looked back at Penny as she thrashed wildly. "I'll be right back sweetheart just… just stay here."  
He walked out of the cave looking like a ghost of himself. "Milton would you come here for a second I need to have a word with you."  
Milton looked frighten as he nodded and followed Philip into the cave. "Philip I swear there was nothing I could-" He jumped back when Penny lunged at him before Philip grabbed her. He was flattened against the cave wall. "Oh my god… Penny… was she.. was she bitten?"  
Philip shook his head no. "Do you know what this means?"  
Milton clasp a hand over his mouth. "It's not the bite…" his eyes met Philip.  
"It'll happen to all of us…. We're all infected." Philip said softly. "We're just as infected as her."  
"Then… then" Milton said slowly walking toward Penny. "What causes the change?"  
"Look at us we're infected but we're still aware we're still ourselves. Milton what if there some part of her that still remembers, still feels pain, scared and helpless. My little girl, Milton." He looked at Milton begging him to understand with his eyes. "Maybe there's a way to cure this. Ourselves… and her."  
Tears ran down Milton's face as he looked at the sick girl.  
"Milton you can't tell the others. You know what they'll do. They'll kill my daughter."  
________________________________________  
Martinez  
Martinez leaning against a tree when he heard Philip Blake approached. He glanced over at him as he leaned against the tree beside him. "Sucks"  
He still didn't care for the man and standing so close to him made him uncomfortable as he towered over him. He always had this feeling that Blake looked down on him, literally and figuratively.  
"You remember…" Philip said sounding winded. "What it was like when you lost yours?"  
Martinez inhaled sharply looking at the ballbat in his hand. "I'll never forget that as long I live."  
"If you could hunt down and find the monsters that killed them what would you do?" He said in a cold whisper.  
"What I do to every one of those things I see." Martinez said looking at Blake wondering where this was going.  
"But I'm not talking about killing biters. I'm taking about killing the sons of bitches that hurt my little girl." He glared daggers into Martinez's eyes. "and gettin what's ours back."  
________________________________________  
The Governor  
The Governor jolted awake when he heard a knock at his apartment door. He looked down at Lilly still asleep next to him in bed. He ran over to the door and opened it just a crack. Outside stood Dr. Stevens with a look of panic on her face.  
"I said I wasn't to be disturbed." He said in a growl as he slipped out taking care she couldn't see inside.  
"I-I know, I know but sir, are you still planning on going after the terrorists?" She asked shakily.  
"Of course they killed eight of our own they have to be stopped." He said as gently as he could.  
"Are you…. still taking Lilly with you?" She said pleading with her eyes.  
"We have no choice. We need every able body and Lilly's a good soldier."  
"You can't Phillip… she's pregnant."  
The Governor looked at her blank for a moment. "Pregnant?"  
Dr. Stevens nodded. "I know I should have come to you about this sooner, but she begged me not to. She said she was needed to guard Woodbury."  
The Governor couldn't help but glance at the door and think about Lilly's slight wiry form lying in his bed. "How long did she keep… I mean how far along is she?"  
"Two months." She said softly.  
The Governor's tongue rolled along his teeth as he did the math in his head. A small smile formed on his lips. He folded his arms and leaned against the door. "Would it change anything if Andrea was…" He couldn't suppress a small chuckle. Suddenly he remembered Stevens was still standing in front of him looking very confused. "Has she mentioned who she thinks the father is perchance?"  
Dr. Stevens' face grew slightly cold and suspicious. "She said she knew, but she made point not to tell me."  
The Governor couldn't help but chuckle again.  
"Now do see why you can't make her go into battle?"  
"Hm? Oh, oh yes. No I couldn't possibly… let her go now." The Governor looked back at the door. "Thank you Dr. Stevens"  
She just nodded again. "Good Luck today."  
He gave her arm a squeeze. "Thank you so much" he said softly before she left. When she was gone he walked back inside where Lilly was still asleep on the bed. He quietly sat down next her on the bed. He carefully removed one of his gloves and touched Lilly on the cheek with the back of his hand. "No…" he whispered with a sigh. "It wouldn't have changed anything." He took a piece of paper off of the nightstand and scribbled a note on to it and lay in near her before gently kissing forehead.  
________________________________________  
Martinez  
There hadn't been nearly as many hoodlums as they thought there'd be. They had just gotten to the armory, which was exactly where Martinez and Blake went when they snuck inside. There were only two left on their knees in town square hands on their head. Surrounding them were the dozen or so people left who'd been held hostage.  
Blake turned to the people huddled around in fear and anger. "Ladies and Gentleman of Woodbury. How should we deal with these men who've kept you in fear? These men whom we invited into our town and abused that generosity?"  
The mob didn't waste time. Soon the death threats came from the crowd. Blake strode up to them. He looked over at Martinez with a shrug then one by one Martinez watched him slash each of their throats. Blake huffed when he dispatched the last one he examined the man's belt then took it and put it on himself. He walked over to Martinez putting his handgun in the holster and tucking in his hunting knife.  
Martinez looked down at the bodies on the ground. "Shooting them would have been quicker." He said softly when Blake was in earshot.  
He glared at him. "What makes you think it should have been quick?"  
Martinez brow furrowed.  
Blake patted Martinez on the shoulder. "Bullet's worth more than their disgusting lives. Remember Martinez, never waste a bullet." Blake turned to Rowan. "I know it's askin' a lot-"  
"What do you need?"  
He blinked amazed.  
"You saved my life Philip" she said softly.  
"I need you to keep everyone calm there's something I need to take of."  
She nodded and set to work getting everyone organized and back to their homes.  
Blake locked eyes with Martinez before looking down at the dead men. "We're going to need to cut off their heads."  
"Are you sick? They're dead." Martinez said without thinking and earned an evil glare from Blake.  
"It's not the bite that does it. They'll turn, we all will eventually."  
Martinez looked wide eyed down at them then slowly back to Philip. "Blake… did you… bury her?"  
Blake's eyes stared back cold. "…no…"  
Martinez looked him in the eyes some part of him terrified about what all this meant. "alright." He said getting his ball bat ready.  
"No!" Blake said stopping. "I want their heads intact."  
Martinez felt a chill run up and down his spine as fear and confusion set in. "Why?"  
Blake rubbed his face. "Because democracy isn't working. These people are going to need a leader or something like this will happen again."  
Martinez looked over at him. "But why keep the heads?"  
Blake walked over and toyed with one of the bodies with his foot. "So I never forget what the consequences are if I fail." He looked up at Martinez. "We're gonna beat this thing… I have to."  
"So what is this making you? Are you king of the apocalypse now?" Martinez said with a smirk as they prepared the cut off the heads.  
Blake took out his hunting knife and hack at the first body. He finished just as it started to turn. Martinez jumped back, but Blake just stared into its dead eyes. Then with a small laugh he turned to Martinez. "No, that's not a title I want." He picked up the head by its hair standing before Martinez who could barely hide his horror. "Think of me more as… a Governor."  
________________________________________  
Lilly  
Lilly winced a little as the truck hit a pothole. "…wow" she said softly.  
A long silence passed before Martinez spoke again. "Neither one of you were shot when I came in. Who fired the gun?"  
"He did. I was hoping he'd kill me when I realized he was going to die and come back at any moment." Lilly looked out the window. "So I went for the jugular. I said 'Penny didn't die because of Michonne. She died because of him, and that I really did pity him for screwing up.' Instead he just shot straight into the air." She glanced over clearly tired. "What did he say to you?"  
"He told me to get him to Greene."  
"No I could barely hear that. After, when he knew it was going to be you."  
Martinez swallowed hard and drew in a breath. "He said… He said I was as good as dead without him…" Martinez looked over at her. "You can save your pity."  
Lilly studied his face for a while before the truck came to stop in front of the Woodbury gates. She looked straight ahead. "Home sweet home."  
There were a few biters still lumbering around outside the wall.  
Martinez began to unbuckle his seatbelt. "Now listen you're still not a hundred percent so stay in here until I can see what-"  
Lilly slammed the door open hard into the walker on the other side. It fell to the ground and she jumped out and buried her machete in its head. She leaned against the truck winded but still on her feet. She swung the blade and dispatched another one as she inched along the truck. She turned to Martinez who just looked on. "Well?"  
He shook his head as though awoken from a dream before following her as they peered inside the wall. When they looked inside both of their mouths dropped open. Thirty? More like sixty, not to mention the ones probably lurking in the houses.  
"That's… a lot."  
"ya think?" Lilly said turning around and leaning on the wall.  
"ok I take it back. Let's keep the prison."  
"Shut up." Lilly said as the men started to file out of the trucks.  
Mooney walked up with a chain wrapped around his fist and beat in a scrawny looking walker. When he was finished he put his hands on his hips admiring the walls. "Wow you weren't kidding."  
"You should see the inside." Martinez said with a knowing smile.  
"Martinez!" Lilly sighed before turning her attention back to Mooney. "We've got a small hitch there's a lot more biters inside."  
Mooney walked over and peered inside but didn't say anything.  
"But in there is salvation. Gardens, soft beds, clean water and electric if we can get the generators running."  
Mooney shrugged. "We can take 'em." Crass, fearless, and stupid; kid was like a mini Merle.  
"Love the confidence, kid but I don't want to waste all our ammo cleaning house." Lilly paused and thought a moment. "Maybe we won't have to. We could lure them out, save us the trouble of clearing the bodies."  
"What like using somethin as bait?" Mooney asked.  
"or someone… " Lilly shrugged. "They'll probably go after me because of my injuries anyway."  
"That's very noble honey but it ain't like you can outrun anything right now, sure as hell not a herd." Martinez said.  
"I can do it." Mooney said cooly. Lilly and Martinez both turned their attention to the wiry boy. "I can run fast, besides you're both old."  
Lilly smirked. "Out of the mouths of babes. Fine but make sure there's a vehicle close so you have somewhere to run." She started back toward the truck. "Tell everyone to get back in their vehicles, widows up the second the bulk of them are out we'll barrel our way in."  
Mooney gave a nod before running to the others. "mame."  
Lilly turned Martinez and mouthed the word 'mame?' To which Martinez mouthed back 'old?'  
________________________________________  
"And I know what an idiot I am for worrying… He's tough… tough as they come. I mean it's not that weird. I still have nightmares about your dad sometimes… and you. I mean look at how I cope with things." Lilly hammered the punching bag set up in the Governor's garden. Lilly slept in Milton's place though it was smaller than the Governor's and less strategically placed in town. Living in the Governor's old place wasn't an option. They'd sealed it off. Being in there made her sick to her stomach. She'd had the punching bag set up in the garden for… other reasons. She threw a few kicks at the bag before stopping and drinking some water and wiping her face with a towel. "You'd have liked Daryl." She smiled and stopped the bag from moving. "We could have fashioned you a mini crossbow when you were big enough." Her smile quickly disappeared. "What is it Cesar?" She said softly.  
Martinez winced he as he walked up to her through the gate. "Sorry I uh… didn't want to interrupt if you were talking to someone."  
Lilly shrugged with a small smile making a point to hide her stump with the towel over her tank top. "Nah just the kids."  
Martinez's eyes uncomfortably looked over at the two small wooden markers in ground almost hidden by well pruned ferns.  
Penny Blake and next to it another marker Everett Lee Caul.  
A few months had passed and things were finally reaching some normality. The generators still crapped out from time to time, occasionally there were a rash of infections because the water filters needed work. There were more herds, eight in the past month, nothing they couldn't handle just a grim reminder that the number of dead was growing and always would be.  
"I always mean to ask. Who's Everett?" Martinez said doing what he usually did in these awkward moments tried and failed to make conversation with her.  
"Named him after someone I understand a lot better than I used to." Lilly sighed a little annoyed. "Now was there something you have for me or you gonna tell me how cute my boxer's nose looks today?"  
Martinez smirked and tossed a walkie to her. "It is cute."  
She caught it the towel dropping off her healed stump. She winced a bit but didn't bother to pick it up. It was just taking her a bit of time to get used to people staring at it, but Martinez never did.  
"Turn on channel seven."  
"-are not alone. I repeat you are not alone….. Attention anyone within range of this frequency. A settlement has been established twenty-five miles north of Macon. We have food, medicine and shelter. If there are any survivors you are not alone. I repeat." The voice began again.  
Lilly tossed it back. "Why you wasting my time? It's probably from the refugee camps still on repeat."  
"That's what I thought but… that channel was dead four days ago." Martinez shrugged. "Couldn't hurt to scope it out."  
Lilly looked quiet for a moment. "Could be a trap…We are running low on medicine…" She shook her head. "Seriously who would be stupid enough to announce where they are?"  
"Scout it out, maybe raid the joint?" Martinez suggested.  
Lilly sighed. The raids... Most antibiotics in the world that were left were past expiration. Her last communications with the prison were to ask Daryl about what herbs they could substitute. It was the last part after the supply list that was making her worry. Herd had come through nearly overrun the prison but a few of the group got taken out, and he'd lost it on the walkers in ways that scared her and him. "…Maybe." She wasn't sure if it was the right move, but then again she was Lilly not Rick. "Boys back from the cabin yet?"  
Martinez shifted uncomfortably. "That's the second part of the good news." He switched the channel on the walkie. "You might want to have a word with them." She took the walkie as they began to walk out of the garden. "Aaron can you hear me?" She said into the walkie. "Martinez said you had some trouble, what's up?"  
"We found stragglers in the cabin again."  
Lilly sighed. Nearly every time. Ralph's cabin was a good drop off. It was nearly between Woodbury and the prison when the two needed to communicate. Every time it attracted survivors though she wanted to bulldoze it to the ground. "And?"  
"…. Things got ugly."  
Lilly stopped and glanced at Martinez. "How ugly?"  
"Mooney shot one guy and then the kid shot him in the shoulder."  
"kid?"  
"Yeah… there were two guys and a girl about twelve. Mooney killed one of the guys."  
Lilly let go of the talk button. "Dammit…" She pressed the button again. "Alright bring the other two in for questioning, take Mooney to the infirmary. I'll be there soon."  
"You got it Bosslady."  
Lilly glared at Martinez as he tilted his head down and bit his lip. "I'm going to assume you're responsible for that one."  
"You should hear what they call you behind your back." He said with a grin.  
Lilly shook her head and began walking toward interrogation.  
"You know I've been thinking maybe you could try a Merle with that thing." He flapped his right arm like a wing. "Like a Machete flipper or something."  
"Dammit has it sunk in yet what this means?" She came to a dead halt in front of him. "twelve maybe older, knows how to shoot and," She glared. "We might have just killed one of her parents because of brainless."  
Martinez shied for a moment.  
Things in Woodbury were a far cry from the way things were at the prison. Lilly wasn't going to go all messiah and take in a bunch of useless people out of the goodness of her heart. That was Rick's way, and it used to be the Governor's way. If they thought they could use them, they kept them if not then they stayed out. Kids usually got sent to the prison, they were people to take of them. Officially the policy was anyone below the age twelve or thirteen was useless. Unofficially being around children was too painful for Lilly to deal with. They'd hadn't had a situation like this though. If they killed one her kin then sent her to the prison it was like a ticking time bomb. There would always be the threat the kid would grow up and come back for Michonne style vengeance.  
Lilly kicked the dirt a bit. "So what do they call me?" She missed the days when she could just ignore what people thought about her. It wasn't like becoming leader of Woodbury had improved her people skills, and now losing a popularity contest could cause a lot more problems. She almost laughed about sometimes. The world ended and was still stuck in administration.  
Martinez smiled at her. "Mama bear, when they like you."  
"and when they don't?"  
Martinez grinned wide. "Nurse Ratchet."  
Lilly couldn't help but laugh. She gave a nod and they continued to interrogation as the van came back into town. " At least It's not pussy cat. I hated when Merle called me that."  
________________________________________  
Martinez  
Lilly sat in front of the hooded child and the other man a table separated them. Martinez stood in the corner arms folded. Lilly stared coldly at the two before giving a nod and Martinez took off the hood from the man. He was short, middle eastern and glared at Lilly after he looked fearful over at the girl.  
Lilly drummed her fingers on the table as the man stared at her arm. "Please. I don't care what you do to me just please let her go."  
"She shot one of my men-"  
"After he killed our friend!" He said suddenly. "We… weren't bothering anyone there."  
"Either one of you her father?" Lilly asked calmly. The man was silent clearly unsure how to answer. Lilly leaned forward. "Listen, it'll be better all around if you don't lie to me." She glanced over at the girl. "For her," Her eyes grew cold as they looked into the man's. "and you."  
The man swallowed hard. "No… but we promised a friend we'd look after her."  
"Well you're doing a hell of a job." Lilly said with a laugh that sounded like nails on a chalkboard to Martinez. Every so often there were moments like that. That made him a little on edge that she could go down the same sadistic path the Governor did. "Now was this friend was he related or did you all just find her some place?"  
The man glared at her. "He might as well have been… Her parents" he glanced at the girl and the girl flinched. "They died in Savannah… so did he."  
Lilly's eyes cast down for a moment. "What was the name of your friend? Not that one, the one who died in this… altercation?"  
The man sneered at her for a moment. "Kenny. Our friend's name was Kenny."  
Lilly's body went rigid as her eyes darted to the little girl. She abruptly stood up and walked over toward the girl. She reached for the hood on the scrawny girl's head.  
"Don't touch her!" the man yelled and Martinez was barely able to hold him back.  
Lilly pulled the hood off the girl's head her face blank.  
The girl's hair had been cut boyishly short. Her dark eyes glared up at Lilly but then her face instantly softened.  
"You cut your hair." Lilly said hoarsely.  
The girl's eyes welled up slightly. "You cut your arm."  
Lilly laughed weakly before turning to Martinez and the baffled man. "untie them, both of them now."  
Martinez looked confused but complied. The man ran over and hugged the little girl who was still staring at Lilly. "I thought you were dead."  
Lilly laughed weakly again. "Nearly was a few times, but not you." Lilly knelt down and touched the girl's shoulder. "Never you. I knew you'd make it Clementine."  
________________________________________  
The End

**Author's Note:**

> final note readers try not to be so sensitive it's fanfiction I mean it's not like I strong-armed job security for a doomed and (at the time underwritten) character or something.


End file.
